SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER 1-15863
IA GLOBAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4037641
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
533 AIRPORT BOULEVARD, SUITE 400
BURLINGAME, CA 94010
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(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 685-2403
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, $.01 PAR VALUE
COMMON STOCK PURCHASE WARRANTS, EXPIRATION DATE APRIL 12, 2004
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(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes...X.... No........
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes........ No...X.....
The aggregate market value of the common equity held by non-affiliates
of the registrant as of June 28, 2002 was approximately $1,887,000.
The number of shares of the registrant's common stock outstanding as of
March 31, 2003: 51,797,556 shares of Common Stock.
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business ............................................................3
Item 2. Properties ..........................................................9
Item 3. Legal Proceedings ...................................................9
Item 4. Submission of Matters to a Vote of Security Holders .................9
PART II
Item 5. Market for Registrant's Common Stock and
Related Stockholder Matters ........................................10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ..........................................12
Item 7A. Quantitative and Qualitative Disclosures about Market Risk .........19
Item 8. Financial Statements and Supplementary Data ........................20
PART III
Item 10. Directors and Executive Officers of the Registrant .................21
Item 11. Executive Compensation .............................................23
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters .....................23
Item 13. Certain Relationships and Related Transactions .....................25
Item 14. Controls and Procedures ............................................29
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K ....30
SIGNATURES
FORWARD-LOOKING STATEMENTS
Some of the information in this report contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should
read statements that contain these words carefully because they:
o discuss our future expectations;
o contain projections of our future results of operations or of
our financial condition; or
o state other "forward-looking" information.
We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or over which we have no control. The risk factors listed in
this report, as well as any other cautionary language in this report, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. You should be aware that the occurrence of the events described in
these risk factors and elsewhere in this report could have a material adverse
effect on our business, operating results and financial condition.
2
PART I
Item 1. Business
GENERAL DEVELOPMENT OF BUSINESS
We were incorporated in Delaware on November 12, 1998 under the name
foreignTV.com, Inc. to pursue opportunities arising out of the Internet's
emergence as a broadcast medium, which resulted, in large part, from the advent
of streaming video technology and the availability of high speed Internet
access.
We have not achieved profitability since inception in 1999. As of the
end of fiscal year 2002, we had negligible cash and we will need to obtain
additional financing in 2003 in order to continue our current operations and to
sustain our cash flow needs, including the cash flow needs of the business we
recently acquired. Under our current strategy, we may seek to acquire one or
more companies in other areas of media technology. Any such acquisition would
require equity or debt financing. Our inability to obtain additional financing
will materially adversely affect us, including possibly requiring us to
significantly curtail or cease business operations. See "- Recent Developments"
and "- Strategy."
Our auditors have qualified their report on our financial statements on
a "going concern" basis; that is to say, our financial statements have been
prepared assuming that we will continue as a going concern. Given our recurring
losses from operations, including a net loss of approximately $1.5 million for
the year ended December 31, 2002, and our working capital deficiency as of
December 31, 2002, there is substantial doubt of our ability to continue as
going concern.
We commenced our operations in 1999 as a single TV network that
created, produced and distributed location-specific programming on the Internet
using streaming video technology, which enabled an Internet user to select and
view this "stream" of programming on demand, 24 hours a day. Seeking to expand
this "video-on-demand" business, we increased the breadth of our programming by
establishing new content-specific networks, each hosting and featuring numerous
channels offering unique thematic streaming audio and video content and
special-interest programming, or "niche programming," to select from and view.
During 2001 we refocused our business model to de-emphasize the
offering of thematic video-on-demand networks in favor of a single network of
special interest, continuously streaming broadband entertainment channels, using
a previously unavailable technology called Simulated Live Stream, or SLS. As
further discussed under "- Strategy," we have recently revised our business plan
to expand into other areas of media technology. As we are revising our business
plan, we will only be offering a few video clips on our single network.
Our executive offices are located at 533 Airport Blvd. Suite 400
Burlingame, CA 94010. Our telephone number is (650) 685-2403 and our primary
Website is located at www.iaglobalinc.com. The information on our Website is not
a part of this Report.
3
RECENT DEVELOPMENTS
As of September 30, 2002, Inter Asset Japan LBO No. 1 Fund, a Japanese
limited partnership ("IAJ"), consummated a series of related transactions
pursuant to which IAJ together with its affiliates became the majority
shareholder of our company. In conjunction with these transactions, Jonathan
Braun resigned as our President and Chief Executive Officer as well as a
director of our company. In addition, Alan Margerison, president of the IAJ
General Partner, became our President and Chief Executive Officer and was
elected to our Board of Directors.
On January 3, 2003, we changed our name to IA Global, Inc. We have also
acquired the domain names iaglobalinc.com and iaglobalcorp.com for non-product
use.
On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $825,000 based on the Japanese Yen/US dollar exchange rate on that
date. See Item 13. Certain Relationships and Related Transactions.
STRATEGY
We have in the past concentrated our business on being an Internet
broadcaster of special interest, continuously streaming broadband entertainment
channels. More recently we have revised our business plan to expand into other
areas of media technology. We are anticipated shifting the revenue model from
broadband entertainment channels and revenues derived from advertising, to a
renewed focus on developing media technology products and services and on
licensing revenues. To this end, we may develop such media technology products
and services internally, or acquire them from other parties.
In the initial stage of the revision of our business plan, we have made
an acquisition of a 76.9% equity interest in iAccele Co., Ltd., a privately held
Japanese corporation. iAccele is engaged in the business of providing an
Internet data transmission acceleration service. Its main product offering is
named after the company, iAccele. This service allows narrow band users, as well
as broadband users, to accelerate their access to the Internet, enabling them to
increase the speed of downloading and uploading data from their local machine to
the Internet. This speeds up web browsing, network services and accelerates
email services. There is no need for the user to change his provider of network
connection. The iAccele product is based on a repeat subscriber business model.
The subscriber to the service signs up for a 3 month or 1 year license, which
provides them with a copy of the iAccele software and full access to the
acceleration server.
We are also looking at a number of licensing opportunities with
international companies closely related to Internet based services and products.
At this stage, we have had discussions with companies involved with digital
watermarking for music CD's, data mining service providers, and commodity
trading data service providers amongst others. There can be no assurance that we
will enter into license agreements with any of these companies.
As well as pursuing these new areas of revenue sources, we still own
the proprietary rights to the VToob software, and are looking into the
possibility of licensing this software to other companies. We also believe that
the combination of Vtoob and iAccele may bring us new business opportunities in
the media technology industry. We may develop such software in-house or
outsource its development to third parties.
4
DESCRIPTION OF BUSINESS
STREAMING TECHNOLOGY
In contrast with video-on-demand channels, which require viewers to
choose from an online portfolio of specific videos and then click onto each
video clip they decide to view, viewers of SLS channel simply click on a given
link to tune into a channel's in-progress, continuously-streaming entertainment
programming. The viewer is then able to view/listen to and enjoy the continuous
stream of music contained on the SLS channel and may continue to listen to the
music even after exiting our Website and while working on or surfing the
Internet. We believe SLS channels are less cumbersome and more viewer-friendly
than video-on-demand channels and come closer to a true TV experience.
All of our content can be accessed through streaming technology.
Streaming multimedia takes standard videotape formats and digitizes and
compresses the information using encoder software. When a user opens or accesses
an audio or video file, a portion of the data is downloaded in a matter of
seconds into a form of computerized holding pens or "buffers" when the data
starts to play, additional data is continuously downloaded to keep the holding
pen full. Streaming technology thereby enables the simultaneous transmission and
reception--or "broadcast"--of continuous "streams" of audio and video content.
Streaming technologies have evolved to deliver content over narrow
bandwidth modems. At such narrow or "low bandwidth" the quality of broadcasts
over the Internet, such as videos, are still inferior to conventional television
broadcasts. Streaming technologies are now using high speed Internet access that
is provided by DSL, cable modems, T1 lines, and other emerging broadband
technologies. The use of high speed Internet access has helped improve the
picture quality of streaming videos. We believe the continuing improvement of
broadband technologies will soon allow streaming video quality to equal that of
conventional TV broadcasting, and consequently will cause the number of viewers
of streaming content to increase.
THE VTOOB
StreamingUSA is presented in a specially designed "player," called the
vToob, which has the look and feel of a virtual appliance--specifically, an
online multimedia TV set. All content is "channelized" and formatted for viewing
in a single TV-like screen. The vToob is designed to make room for click-through
banner advertising; TV-like advertising "spots" played before, during and after
programs on the SLS channel. Our video content is encoded for high-speed
(broadband) viewers only. The photos, text, and animation are encoded for low-,
medium-, and high-band users. Viewers can download and install the vToob
(presently at no charge) by visiting the streamingusa.com website. The process
takes just seconds with a high-speed (DSL, T1, cable modem) connection, and only
a little longer with a dial-up connection.
The vToob is based on a publicly available media player that we
acquired for a one-time nominal payment of approximately $150, and no further
licensing fees are due. Our in-house programmers then modified the base code for
the media player to customize it as the vToob, designing it to be directly
launched--at the click of a mouse--from the viewer's browser toolbar, favorites
menu, or computer screen desktop. This addresses the central marketing challenge
confronting nearly every website today--that a large majority of Internet
traffic now goes to a handful of sites. The vToob positions StreamingUSA as an
always-on-top Internet-based multimedia network with easy, one-click access.
5
Moreover, because it is essentially a website packaged as a "player,"
the vToob makes it possible for a small staff of website professionals (content
managers, designers, programmers, etc.) to more cost-effectively and efficiently
manage and update the content.
We believe the vToob, as applied to StreamingUSA, represents a timely
and appropriate content delivery solution, strategy and methodology than may
have commercial potential for other content provides and publishers. We are
exploring the feasibility of offering customized applications on a
fee-for-service and/or joint venture basis.
We inaugurated the vToob in October 2002. We expect that the "always-on
top" feature of the vToob will attract more users than our video-on-demand
model, because of its convenience and its ability to allow a user to multitask
while viewing our content.
As for StreamingUSA's revenue model, current banner advertisements are
free and simply used to generate interest and demonstrate viability and
potential. In fiscal year 2001, we did not realize any significant revenue from
advertising and did not enter into any revenue-producing relationship with
advertisers. Though the worldwide advertising slump shows early signs of
recovery, we believe that advertising will not be sufficient to support the
network in the foreseeable future; instead, we are considering a hybrid
subscription/ advertising revenue model.
OUR CONTENT STRATEGY
We have changed the way we develop our unique content. We no longer
engage in the costly production of content for our channels. Instead, we have
begun to purchase content produced by others, which has allowed us to
consolidate our facilities and reduce our staff significantly. We believe that
by purchasing our content, we will reduce our operating costs and strengthen our
overall business.
The experience of the cable networks as a broadcast medium has shown
that they can increase revenues by narrowing the overall TV audience (i.e., with
niche, or special interest, channels). This practice can be thought of as
"narrowcasting" as opposed to "broadcasting." Given the growth and success of
the cable TV industry, we believe there exist market opportunities to launch and
build next-generation cable-style niche programming on the Internet, especially
after the convergence of the Internet and digital/satellite TV.
In the last three years we have attempted to extend cable TV's
successful niche program model to our SLS broadband entertainment channels and
to our video-on-demand channels. We are currently providing only "American"
content on our StreamingUSA network, but may further seek contents outside the
United States.
Currently, our programming and content is available to viewers of our
channels free of charge. We are reviewing and testing the possibility of
providing certain content on a pay-per-view basis or a subscriber basis.
IACCELE SOFTWARE
In acquiring 76.9% of iAccele, we believe that we have made a step
towards bringing the broadband needs of customers in line with content and
network systems available today. iAccele is a software program designed to allow
narrowband users, as well as broadband users, to accelerate their access to the
Internet, enabling them to increase the speed of downloading and uploading data
from their local machine to the Internet. Users of iAccele software do not need
to change their Internet provider to gain this increase in speed. iAccele is
currently sold through various distribution outlets in Japan, including retail
stores.
6
MARKETING
We are currently having discussions with other companies in the United
States, Japan and other countries in Asia for the licensing of the iAccele
software. These discussions have not resulted in any definitive agreement and we
can provide no assurance that we will be able to enter into an agreement.
iAccele software is currently marketed through software distributors,
including retail stores, and through the Internet.
COMPETITION
We compete against a variety of businesses that provide content through
one or more mediums, such as print, radio, television, cable television and the
Internet. Moreover, our viewers must make an investment in technology, including
a computer with an acceptable minimal configuration for comfortable Internet
surfing (approximate retail cost $1,500) and a connection to the Internet
(approximate monthly expense $18.00 for a 56kb dial-up connection and $45.00 for
a high-speed broadband connection). Although approximately half of the US
population currently has a computer in their homes, this figure is dwarfed by
the fact that over 95% of the households in the US already own a television. To
compete successfully, we have to provide sufficiently compelling and popular
content to attract viewers. We believe that the principal competitive factors in
attracting Internet users include the quality of service and the relevance,
timeliness, depth and breadth of content and services offered.
7
The Internet broadcasting market is highly competitive. Although many
of our major competitors of streaming video have ceased operations during the
last year or two, we believe that we will be able to compete against a variety
of content-based Internet companies. Some of the principal competitive factors
in this market include the ability to adapt to new technologies and enhance the
quality of content transmission, the ability to deliver quality content to your
target viewers and the ability to have available financial resources.
We believe that our business focus of providing entertainment niche
programming on a streaming basis through the use of our vToob has differentiated
us from other content-based Internet companies. We also believe that the
combination of Vtoob and iAccele may bring us new business opportunities in the
media technology industry. We may develop such software in-house or outsource
its development to third parties. We believe we do not have any direct
competitors in this new market. However, we can give no assurance that other
companies will not develop competing technology and business strategies and
directly compete in the streaming multimedia entertainment programming.
We are aware that other companies are currently providing an Internet
data transmission acceleration service that targets Internet users. We can give
no assurance that such users will accept the acceleration service provided by
iAccele over the acceleration services provided by these other companies or that
these or other companies will not develop technology that surpasses the
technology of iAccele.
INTELLECTUAL PROPERTY
We regard our copyrights, trademarks, trade secrets, domain name rights
and similar intellectual property as significant to our growth and success. We
rely upon a combination of copyright and trademark laws, trade secret
protection, domain name registration agreements confidentiality and
non-disclosure agreements and contractual provisions with our employees and with
third parties to establish and protect our proprietary rights. We have applied
for federal trademark protection for our networks and channels and intend to
apply for federal trademark protection for certain of the marks and names that
we use in the course of our business.
GOVERNMENT REGULATION
There are few laws or regulations directly applicable to the Internet.
For example, the Digital Millennium Copyright Act, enacted into law in 1998,
protects certain qualifying online service providers from copyright infringement
liability, the Internet Tax Freedom Act, also enacted in 1998, placed a three
year moratorium on new state and local taxes on Internet access and commerce,
and under the Communications Decency Act, an Internet service provider will not
be treated as the publisher or speaker of any information provided by another
information content provider. The appeal of the Internet makes it likely,
however, that state, national or international laws may be implemented in the
future covering such issues as user privacy, defamatory speech, copyright
infringement, pricing and characteristics and quality of products and services.
Any new law or regulation may have the effect of limiting the use of the
Internet and its growth as a new medium to communicate could harm our business.
We historically have not collected sales or other taxes with respect to
the sale of services or products on the Internet in states and countries where
we believe we are not required to do so. One or more states or countries have
sought to impose sales or other tax obligations on companies that engage in
online commerce within their jurisdictions. A successful assertion by one or
more states or countries that we should collect sales or other taxes on products
and services, or remit payment of sales or other taxes for prior periods, could
adversely affect our business.
8
The Child Online Protection Act of 1998 imposes criminal penalties and
civil liability on anyone engaged in the business of selling or transferring
material that is harmful to minors, by means of the Internet, without
restricting access to this type of material by underage persons. Numerous states
have adopted or are currently considering similar types of legislation. The
imposition upon us of potential liability for broadcasting content that is
harmful to minors could require us to implement measures to reduce exposure to
liability, which may require the expenditure of substantial resources., or to
discontinue various content offerings. Further, the costs of defending against
any claims and potential adverse outcomes of these claims could have a material
adverse effect on our business.
EMPLOYEES
As of December 31, 2002, we had no full-time employees. In January
2003, we hired a controller on a part-time basis. Our two executive officers do
not commit their full time to our business. Accordingly, conflicts of interest
may arise in the allocation of management time among their various business
activities.
ITEM 2. PROPERTIES
In October 2002, we relocated our executive offices to Burlingame,
California and terminated our lease for the premises located in Miami Beach
Florida. The rent payable by us for our Burlingame offices and facilities is
approximately $1,000 per month. We believe our offices and operating facilities
are adequate for our current purposes.
ITEM 3. LEGAL PROCEEDINGS
We believe there are no pending legal proceedings that, if adversely
determined, would have a material adverse effect on us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders was held on December 30, 2002. At
that meeting, Alan Margerison, Satoru Hirai, Raymond Christinson and I. William
Lane were elected as directors of our company. At that meeting, the shareholders
voted to amend our certificate of incorporation to change our name to "IA
Global, Inc."
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Our common stock trades on the American Stock Exchange ("Amex") under
the symbol IAO. The following table sets forth the range of the high and low
sales prices of the common stock for the periods indicate:
QUARTER ENDED HIGH LOW
------------- ---- ---
March 31, 2001 $0.313 $0.140
June 30, 2001 $0.700 $0.150
September 30, 2001 $0.390 $0.120
December 31, 2001 $0.590 $0.140
March 31, 2002 $0.500 $0.260
June 30, 2002 $0.540 $0.200
September 30, 2002 $0.130 $0.060
December 31, 2002 $0.140 $0.060
At March 31, 2003, there were approximately 188 stockholders of record
of our common stock. The number of stockholders does not include beneficial
owners holding shares through nominee names.
We have currently 1,678,433 common stock purchase warrants outstanding
(the "Warrants"), which are listed on Amex under the symbol IAO.WS. There has
been virtually no trading activity for the Warrants during he past two fiscal
years. On March 31, 2003, we announced that the expiration date of the Warrants
was extended to April 12, 2004 and the exercise price of the Warrants was
reduced to $3.50 per share.
DIVIDEND POLICY
We have never paid any cash dividends and intend, for the foreseeable
future, to retain any future earnings for the development of our business. Our
future dividend policy will be determined by the Board of Directors on the basis
of various factors, including our results of operations, financial condition,
capital requirements and investment opportunities.
RECENT SALES OF UNREGISTERED SECURITIES
As of September 16, 2002, we issued an aggregate of 125,000 shares of
our common stock to an unrelated third party in satisfaction of its consulting
services to our company. Such shares were recorded at a value of $10,000, or
$0.08 per share. The common stock was not registered under the Securities Act of
1933 because such shares were offered and sold in a transaction not involving a
public offering, exempt from registration under the Securities Act pursuant to
Section 4(2).
As of September 25, 2002, we were committed by our majority stockholder
to issue an aggregate of 2,000,000 shares of our common stock to David Badner, a
shareholder of, and a former consultant to, our company, in consideration of Mr.
Badner's cooperation in regard to our American Stock Exchange listing and in the
development of our business and enhancement of the value of our company. Such
shares were recorded at a value of $160,000, or $0.08 per share. The common
stock was not registered under the Securities Act because such shares were
offered and sold in a transaction not involving a public offering, exempt from
registration under the Securities Act pursuant to Section 4(2).
10
As of September 30, 2002, we issued an aggregate of 20,000,000 shares
of our common stock (the "Conversion Shares") to Inter Asset Japan LBO No. 1
Fund, a Japanese limited partnership ("IAJ"), upon its conversion of 1,000
shares of our Series A convertible preferred stock (the "Preferred Shares"). IAJ
had acquired the Preferred Shares from us on October 30, 2001, in a private
transaction for an aggregate consideration of $1,000,000. No additional
consideration was due from or paid by IAJ for the exercise of its right to
convert the Preferred Shares to Conversion Shares. The Conversion Shares were
not registered under the Securities Act because the exchange of the Preferred
Shares for the Conversion Shares was exempt from registration under the
Securities Act pursuant to Section 3(a)(9).
ITEM 6. SELECTED FINANCIAL DATA
In the following table, we provide you with our selected consolidated
historical financial and other data. We have prepared the consolidated selected
financial information using our consolidated financial statements for the five
years ended December 31, 2002. When you read this selected consolidated
historical financial and other data, it is important that you read along with it
the historical financial statements and related notes in our consolidated
financial statements included in this report, as well as Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
2002 2001 2000 1999 1998*
------------------------------------------------------------
STATEMENT OF OPERATIONS DATA: (dollars in thousands, except per share data)
Revenue ........................................... $ 406 $ 709 $ 390 $ 46 --
Net loss .......................................... (1,493) (6,239) (9,531) (3,760) --
Net loss to common shareholders ................... (1,493) (7,239) (9,531) (3,760) --
Net loss per share ................................ (0.04) (0.34) (0.91) (0.41) --
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
2002 2001 2000 1999 1998
------------------------------------------------------------
BALANCE SHEET DATA: (dollars in thousands)
Total assets ...................................... 451 240 2,132 6,482 7
Long-term liability - deferred revenues ........... -- 305 785 -- --
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* No operations existed for the short year ended December 31, 1998.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
In April 1999, we commenced operations on the Internet as a single
channel broadcaster that created, produced and distributed location-specific
programming using streaming video technology. We then expanded our business to
provide streaming audio and video content over six Internet "television"
networks, which in the aggregate hosted over 100 distinct channels targeted to
various market and segments and niches.
During 2001, we refocused our business model to de-emphasize the
offering of thematic video-on-demand networks in favor of a single network of
special interest, continuously streaming broadband entertainment channels, using
a previously unavailable technology called Simulated Live Stream, or SLS.
11
The Company has generated revenues from the above programming via
geographic license agreements and technology sales. Initially we sold license
rights, from which we were to derive initial up-front fees as well as continuing
annual fees for each year thereafter. The Company signed two such agreements in
the year 2000, which resulted in approximately $1,200,000 received in 2000 and
2001. In 2001 the Company sold technology, software and computer hardware for
the encoding of the aforementioned streaming video data for approximately
$220,000 to an affiliate licensee for one-time revenues. The revenues from these
affiliate license agreements were recognized over the term of such agreements.
The remaining unearned portion of $305,000 was recognized in the year 2002 since
such license agreements were terminated. In 2002, we received another $100,000
for monthly fees due under an affiliate license agreement.
We have incurred net losses of $1.5 million, $6.2 million and $9.5
million for the years ended December 31, 2002, 2001 and 2000. These losses have
been mostly financed by the sale of equity in our company and the issuance of
equity for services.
On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $825,000 based on the Japanese Yen/US dollar exchange rate on that
date. The acquisition of iAccele is a key component to our strategy of shifting
our revenue model from broadband entertainment channels and revenues derived
from advertising to a renewed focus on developing media technology products and
services and on licensing revenues.
RESULTS OF OPERATIONS
The following table presents certain consolidated statement of operations
information and presentation of that data as a percentage of change from
period-to-period.
YEAR ENDED DECEMBER 31, 2002 2001
-------------------------------------- COMPARED TO COMPARED TO
2002 2001 2000 2001 2000
---- ---- ---- ---- ----
(dollars in thousands)
Revenue .............................. $ 406 $ 709 $ 390 (42.7)% 81.8%
Cost of sales ........................ 63 619 720 (89.8) (14.0)
Gross profit (loss) .................. 343 90 (330) 281.1 127.3
Expenses:
Production ........................ 22 81 1,529 (72.8) (94.7)
Write down of fixed assets ........ 38 250 335 (84.8) (25.4)
Write down of capitalized
development costs ............... -- 534 -- * *
Selling, general and
administrative expenses ......... 903 5,420 7,424 (83.3) (27.0)
Total expenses ................. 962 6,286 9,288 (84.7) (32.2)
Loss from operations ................. (619) (6,197) (9,618) (90.0) (35.6)
Total other income ................... 211 16 87 1,218.7 (81.6)
Total other expense .................. (1,085) (59) -- 1,981.0 *
Net loss ............................. (1,493) (6,239) (9,531) (76.1) (34.5)
----------
* Not meaningful.
12
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
We sustained a net loss of approximately $1,493,000 for the year ended
December 31, 2002 on revenues of approximately $406,000, derived from earned
licensing fees. Revenues for the year ended December 31, 2001 are comprised of
earned license fees, which were $500,000 and the sale of encoding mechanisms,
amounted to approximately $200,000. The sale of the encoding mechanisms is a
one-time sale arrangement with an affiliate licensee.
Cost of sales of approximately $63,000 for the year ended December 31,
2002 and approximately $619,000 for the year ended December 31, 2001 is
predominantly comprised of depreciation and amortization of software and
equipment used in the production of the Website and content production.
Production costs for the development of our original content for the year ended
December 31, 2002 were approximately $22,000 as compared to approximately
$81,000 for the year ended December 31, 2001. The production costs incurred in
2002 were residual costs incurred after the cessation of our own content
production efforts in fiscal year 2001. Depreciation and amortization was
reduced significantly to $55,000 for 2002 from $927,000 for 2001 due to the
write down of assets used for content production written off during 2001 and the
relocation of our executive offices from Miami, Florida to Burlingame,
California, in the amounts of approximately $38,000 for the year ended December
31, 2002 and $250,000 for year ended December 31, 2001. We wrote down
capitalized development expenses in the amount of approximately $534,000 during
2001.
Our selling, general and administrative expenses were approximately
$903,000 for the year ended December 31, 2002, consisting primarily of
approximately $526,000 in personnel costs, $90,000 in professional and
consulting fees and the balance of $287,000 is for general administrative
expenses such as rent, travel, and telephone, as compared to approximately $5.4
million for 2001, consisting of approximately $4.1 million in personnel costs
(including $2.2 million of equity compensation), $340,000 in professional and
consulting fees, $900,000 in general administrative expenses such as rent,
travel and telephone. The reduction in personnel costs, professional and
consulting fees and other general and administrative costs from fiscal year 2001
to fiscal year 2002 is direct result of our not producing content. We recorded
approximately $211,000 of other income during the year ended December 31, 2002
relating to the forgiveness of indebtedness due to negotiated settlements with
several creditors.
We incurred approximately $1.1 million as an interest expense during
the year ended December 31, 2002. This expense was attributable to the
beneficial conversion rights of monies loaned to us.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
We sustained a net loss of approximately $6.2 million for the year
ended December 31, 2001 on revenues of approximately $700,000, derived from
earned licensing fees and the sale of PLS encoding mechanisms. Revenues for the
year ended December 31, 2001 are comprised of earned license fees, which were
$500,000, and the sale of encoding mechanisms, which amounted to approximately
$200,000, while revenues for the year ended December 31, 2000 are comprised of
$400,000 of earned license fees. The sale of the encoding mechanisms was a
one-time sale arrangement with an affiliate licensee.
13
Cost of sales of approximately $619,000 for the year ended December
31, 2001 and approximately $720,000 for the year ended December 31, 2000 is
predominantly comprised of depreciation and amortization of software and
equipment used in the production of the Website and content production.
Production costs for the development of our original content for the year ended
December 31, 2001 were approximately $81,000 as compared to approximately $1.5
million for the year ended December 31, 2000. The reduction in production costs
reflects the cessation of our own content production efforts in fiscal year
2001. Production costs include (i) data communications, (ii) software license
fees, (iii) content license fees, where necessary in order to acquire additional
content, and (iv) expenses of hiring and compensating employees who handle
production and delivery of our content. Depreciation and amortization was
reduced marginally from to approximately $624,000 for 2001 from approximately
$670,000 for 2000 due to the write down of assets being placed in service for
content production. We have also written down certain of our fixed assets no
longer employed in the production of content due to technological changes with
the digitalization equipment utilized for content production and the relocation
of our executive offices from New York City to Miami, Florida, in the amounts of
$250,000 for the year ended December 31, 2001 and $335,000 for year ended
December 31, 2000, which includes the closure of the Paris operations. We wrote
down capitalized development expenses in the amount of approximately $534,000
during 2001.
Our selling, general and administrative expenses were approximately
$5.4 million for the year ended December 31, 2001, consisting primarily of
approximately $4.1 million in personnel costs (including $2.2 million of equity
compensation), $340,000 in professional and consulting fees and the balance of
$900,000 is for general administrative expenses such as rent, travel and
telephone, as compared to approximately $7.4 million for 2000, consisting of
approximately $3.9 million in personnel costs (including $1.2 million of equity
compensation), $303,000 in professional and consulting fees, $3.2 million in
general administrative expenses such as rent, travel and telephone. The
reduction in cash compensation and content production costs from fiscal year
2000 to fiscal year 2001 is direct result of our not producing content.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have financed our operations primarily through
sales of our equity securities in our initial public offering, from several
private placements and by means of non-interest bearing loans, capital
contributions from an affiliated person and the issuance of securities for
services rendered. Net proceeds from these sales have totaled approximately
$19.2 million as of December 31, 2002, with approximately $8.8 million raised in
the initial public offering and the balance raised in the private placements and
equity issued for services in the amount of approximately $10.4 million.
Additional funding was obtained in the form of loans from related parties, of
which approximately $1.1 million was outstanding at December 31, 2002.
14
For the year ended December 31, 2002, we used approximately $583,000 in
connection with our operating activities. Such amount was primarily attributable
to net losses, plus reductions in accounts payable, deferred revenue and accrued
expenses offset by decreases in depreciation, stock and options issued for
services and unearned compensation expenses. For the year ended December 31,
2002, approximately $122,000 and $887,000 were provided by investing activities
and financing activities.
We believe that the growth of our operations will depend on our ability
to develop and market the iAccele software. During the year ended December 31,
2002, we made no capital investments. We expect to have capital expenditures of
approximately $800,000 in 2003 for the development of iAccele. We will need
additional financing in order to finance a portion or all of these capital
expenditures. Under our current strategy, we may seek to acquire one or more
companies in other areas of media technology. Any such acquisition would require
equity or debt financing. Our inability to obtain additional financing will
materially adversely affect us, including possibly requiring us to significantly
curtail or cease business operations.
As of September 30, 2002, IAJ converted 1,000 shares of our Series A
convertible preferred stock (the "Preferred Shares") for 20,000,000 shares of
our common stock (the "Conversion Shares"). IAJ had acquired the Preferred
Shares from us on October 30, 2001 in a private transaction for an aggregate
consideration of $1,000,000. No additional consideration was due from or paid by
IAJ for the exercise of its right to convert the Preferred Shares to the
Conversion Shares.
We owed David Badner, a shareholder of, and a former consultant to, our
company, $563,857 as of September 25, 2002 pursuant to a convertible promissory
note dated May 31, 2002 (the "Promissory Note"). As of September 25, 2002, IAJ
acquired the right, title and interest to the Promissory Note. The interest rate
under the Promissory Note is 10% per annum.
During the three months ended December 31, 2002, IAJ loaned us $500,000
pursuant to the terms and conditions of the Promissory Note, increasing the
principal amount to $1,063,857. The proceeds of this loan were for working
capital purposes.
The debt under the Promissory Note is convertible into our Series B
preferred stock, which is convertible into shares of our common stock. The
issuance of the Series B preferred stock is subject to certain conditions
including an amendment to our certificate of incorporation increasing our
authorized common stock to at least 100,000,000 shares. As of December 31, 2002,
the principal amount of the Promissory Note was convertible into 10,638,570
shares of our common stock.
As of October 15, 2002, all employees still on the payroll were
terminated. Additionally, we relocated our offices to Burlingame, California.
On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $825,000 based on the Japanese Yen/US dollar exchange rate on that
date.
In order to finance this purchase, we borrowed 100.0 million Japanese
Yen from PBAA Fund Ltd., a British Virgin Islands limited liability company. The
principal amount of this loan, together with interest thereon at 4.50 percent
per annum, is due and payable on January 31, 2004. We may defer payment of the
principal amount of this loan, but not accrued interest, for one additional year
with the consent of PBAA.
15
We may prepay all or specified minimum portions of this loan at any time after
March 31, 2003 upon payment of certain prepayment penalties.
If this loan is not repaid by January 31, 2004, PBAA will be afforded
the right to convert any portion of the then unpaid principal amount of the
loan, as well as any then accrued but unpaid interest thereon, into shares of
our common stock at a per share conversion price equal to the Japanese Yen
equivalent of 80% of the average of the US dollar closing price of our common
stock on the American Stock Exchange in the 20 consecutive trading days
immediately prior to the date upon which PBAA gave us notice of conversion, or,
if our common stock is not then traded on the American Stock Exchange, the
closing bid price for our common stock as reported by the Nasdaq Stock Market or
such other primary exchange or stock bulletin board on which our common stock is
then traded. By way of illustration, had such conversion occurred on February
10, 2003, PBAA would have received 7,335,145 shares of our common stock which,
when added to those shares currently beneficially owned by PBAA and its
affiliates would increase their collective ownership of our common stock to
approximately 78.9%.
At December 31, 2002, we had $444,000 in cash. We will need to obtain
additional financing in 2003 in order to continue our current operations and to
sustain our cash flow needs, including the cash flow needs of iAccele. Under our
current strategy, we may seek to acquire one or more companies in other areas of
media technology. Any such acquisition would require equity or debt financing.
Our inability to obtain additional financing will materially adversely affect
us, including possibly requiring us to significantly curtail or cease business
operations.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and judgements that affect the reported amount of assets
and liabilities, revenues and expenses, and related disclosure on contingent
assets and liabilities at the date of our financial statements. Actual results
may differ from these estimates under different assumptions and conditions.
Critical accounting policies are defined as those that are reflective
of significant judgements and uncertainties, and potentially result in
materially different results under different assumptions and conditions. We
believe that our critical accounting policies are limited to those described
below. For a detailed discussion on the application of these and other
accounting policies see our note 2 to our consolidated financial statements.
REVENUE RECOGNITION
Revenues are predominately from the license fees earned over the term
of the license agreement, unless terminated earlier. Prepaid license fees were
deferred until earned on a ratable straight line basis over the term on the
agreement. The revenues from the sale of encoding machines sold were recognized
when sold encoding machines were delivered. Cost of sales related to us were
comprised predominately of depreciation and amortization costs of the
capitalized software and equipment costs, as well as the costs attributed to the
assembly of the encoding machines sold.
We apply judgement to ensure that the criteria for recognizing revenues
are consistently applied and achieved for all recognized sales transactions.
16
LONG-LIVED ASSETS (INCLUDING TANGIBLE AND INTANGIBLE ASSETS)
We acquired and built content for our website to conduct our global
business operations. Such costs affected the amount of future period
amortization expense and impairment expense that we incur and record as cost of
sales. The determination of the value of such intangible assets requires
management to make estimates and assumptions that affect our consolidated
financial statements. We assess potential impairment to the intangible and
tangible assets on a quarterly basis or when evidence that events or changes in
circumstances indicate that the carrying amount of an asset may not be
recovered. Our judgements regarding the existence of impairment indicators and
future cash flows related to these assets are based on operational performance
of our business, market conditions and other factors. Future events could cause
us conclude that impairment indicators exist and that other tangible or
intangible assets is impaired.
ACCOUNTING FOR INCOME TAXES
As part of the process of preparing our consolidated financial
statements, we are required to estimate our income taxes. Management judgment is
required in determining our provision of our deferred tax asset. We recorded a
valuation for the full deferred tax asset from our net operating losses carried
forward due to us not demonstrating any consistent profitable operations. In the
event that the actual results differ from these estimates or we adjust these
estimates in future periods, we may need to adjust such valuation recorded.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued SFAS No. 141, "Business Combination",
SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 143,
"Accounting for Asset Retirement Obligations",. SFAS No. 141 requires the use of
the purchase method of accounting and prohibits the use of the
pooling-of-interest method of accounting for business combinations initiated
after June 30, 2001. It also requires that we recognize acquired intangible
assets apart from goodwill. SFAS No. 142 requires, among other things, that
companies no longer amortize goodwill, but instead test goodwill for impairment
at least annually. In addition, SFAS No. 142 requires that we identify reporting
units for the purposes of assessing potential future impairments of goodwill,
reassess the useful lives of other existing recognized intangible assets, and
cease amortization of intangible assets with an indefinite useful life. SFAS No.
143 establishes accounting standards for recognition and measurement of a
liability for an asset retirement obligation and the associated asset retirement
cost, which will be effective for financial statements issued for fiscal years
beginning after June 15, 2002.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" which basically further clarifies
SFAS No. 121 and methods of quantifying potential impairments or disposal of
assets as well as the related reporting of such impairments or disposals. We
have adopted SFAS No. 144.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This SFAS applies to costs
associated with an "exit activity" that does not involve an entity newly
acquired in a business combination or with a disposal activity covered by SFAS
No. 144. These costs include, but are not limited to the following: termination
benefits associated with involuntary terminations, terminating contracts that
are not capital leases and costs to consolidate facilities or relocate
employees. SFAS No. 146 will be effective for exit or disposal activities
initiated after December 31, 2002 with early application encouraged.
During 2002, the FASB issued SFAS No. 145, 147 and 148, which were
merely amendments to existing SFAS's or other accounting pronouncements.
17
The adoption of SFAS No. 141, SFAS No. 142, SFAS No. 143, SFAS No. 144
and SFAS No. 146 is not expected to have a material effect on our financial
position, results of operations and cash flows.
RISK FACTORS
WE HAVE A LIMITED OPERATING HISTORY
We have a limited operating history on which to base an evaluation of
our business and prospects, having only commenced our initial business
operations in April 1999. In addition, We are anticipated shifting the revenue
model from broadband entertainment channels and revenues derived from
advertising, to a renewed focus on developing media technology products and
services and on licensing revenues. Our prospects must be considered in light of
the risks, difficulties and uncertainties frequently encountered by companies in
an early stage of development, particularly companies in new and rapidly
evolving markets such as the market for media technology products and services
as well as Internet broadcasting.
As we have such a limited history of operations, investors will be
unable to assess our future operating performance or our future financial
results or condition by comparing these criteria against their past or present
equivalents.
WE HAVE EXTREMELY LIMITED CASH FLOW
Our business requires capital to continue operations. At the present
time, we have not generated material revenues from operations. To date, our cash
flow has primarily come from intermittent sales of our securities and from loans
from an affiliated person. We can give no assurance our cash flow will be
sufficient to allow us to continue our operations at present levels.
WE WILL NEED SIGNIFICANT ADDITIONAL FINANCING TO CONTINUE OPERATIONS
We will require additional financing to expand operations. We have no
current definitive arrangements with respect to additional financing and there
can be no assurance that any such financing will be available to us on
commercially reasonable terms, or at all. Sales of additional equity securities
will result in substantial pro rata dilution to our present stockholders. Our
inability to obtain additional financing will materially adversely affect us,
including possibly requiring us to significantly curtail operations or to cease
operations altogether. Technology stocks in general have recently experienced
significant downturns on the financial markets, and the trend is expected to
continue indefinitely. Negative investor sentiment for technology stocks will
adversely affect our ability to secure additional financing.
LOW PRICE AND TRADING VOLUME IN OUR STOCK MAY RESULT IN DELISTING OF
TRADING ON THE AMERICAN STOCK EXCHANGE
The price and volume at which our stock has recently traded on the
American Stock Exchange does not meet its criteria for continued listing.
Although the AMEX has not officially communicated any intention to us to delist
our stock, if our stock were to be delisted, it would materially affect the
ability of an investor to dispose of his or her shares of our common stock, and
further reduce the liquidity of the investment.
WE ARE DEPENDENT ON PROVIDERS OF BROADBAND AND HIGH SPEED INTERNET ACCESS
We have historically relied on providers of broadband and high speed
Internet access to facilitate the viewing of our SLS channels. Until we are
successful in marketing our iAccele software, which currently allows narrowband
users to accelerate their access to certain aspects of the Internet, we will
continue to rely on such providers.
18
If providers of broadband and high speed Internet access do not sustain existing
operations, or fail to maintain current access speeds, our ability to provide
streaming video will be adversely affected.
WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS
We regard our copyrights, trade secrets, trademarks and similar
intellectual property as significant to our growth and success. We rely upon a
combination of copyright and trademark laws, trade secret protection,
confidentiality and non-disclosure agreements and contractual provisions with
our employees and with third parties to establish and protect our proprietary
rights. We are unable to assure investors that the steps taken by us to protect
our proprietary rights will be adequate. Furthermore, we can give no assurance
that our business activities will not infringe upon the proprietary rights of
others, or that other parties will not assert infringement claims against us.
GOVERNMENT REGULATION OF THE INTERNET COULD HARM OUR BUSINESS
There are few laws or regulations directly applicable to the Internet.
For example, the Digital Millennium Copyright Act, enacted into law in 1998,
protects certain qualifying online service providers from copyright infringement
liability, the Internet Tax Freedom Act, also enacted in 1998, placed a three
year moratorium on new state and local taxes on Internet access and commerce,
and under the Communications Decency Act, an Internet service provider will not
be treated as the publisher or speaker of any information provided by another
information content provider. The appeal of the Internet makes it likely,
however, that state, national or international laws may be implemented in the
future covering such issues as user privacy, defamatory speech, copyright
infringement, pricing and characteristics and quality of products and services.
Any new law or regulation may have the effect of limiting the use of the
Internet and its growth as a new medium to communicate could harm our business.
We historically have not collected sales or other taxes with respect to
the sale of services or products on the Internet in states and countries where
we believe we are not required to do so. One or more states or countries have
sought to impose sales or other tax obligations on companies that engage in
online commerce within their jurisdictions. A successful assertion by one or
more states or countries that we should collect sales or other taxes on products
and services, or remit payment of sales or other taxes for prior periods, could
adversely affect our business.
The Child Online Protection Act of 1998 imposes criminal penalties and
civil liability on anyone engaged in the business of selling or transferring
material that is harmful to minors, by means of the Internet, without
restricting access to this type of material by underage persons. Numerous states
have adopted or are currently considering similar types of legislation. The
imposition upon us of potential liability for broadcasting content that is
harmful to minors could require us to implement measures to reduce exposure to
liability, which may require the expenditure of substantial resources., or to
discontinue various content offerings. Further, the costs of defending against
any claims and potential adverse outcomes of these claims could have a material
adverse effect on our business.
19
WE RELY ON CERTAIN TECHNOLOGIES WE LICENSE FROM THIRD PARTIES
We rely on certain technologies we license from third parties. There
can be no assurance these third-party technology licenses will continue to be
available to us on commercially reasonable terms. The loss of such technology
could require us to obtain substitute technology of lower quality or performance
standards or at greater cost, which could harm our business. However, other than
our trademarks and service marks, we do not believe that the loss of any
particular one of our intellectual property rights would materially harm our
business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not engage in trading market risk sensitive instruments and do
not purchase hedging instruments or "other than trading" instruments that are
likely to expose us to market risk, foreign currency exchange, commodity price
or equity price risk. We have purchased no options and entered into no swaps. We
have no bank borrowing facility that could subject us to the risk of interest
rate fluctuations.
On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users. iAccele is currently sold through
various distribution outlets in Japan, including retail stores.
In order to finance the purchase of iAccele, we borrowed 100.0 million
Japanese Yen from PBAA Fund Ltd., a British Virgin Islands limited liability
company. The principal amount of this loan, together with interest thereon at
4.5% per annum, is due and payable on January 31, 2004. We may defer payment of
the principal amount of this loan, but not accrued interest, for one additional
year with the consent of PBAA. We may prepay all or specified minimum portions
of this loan at any time after March 31, 2003 upon payment of certain prepayment
penalties. If this loan is not repaid by January 31, 2004, PBAA will be afforded
the right to convert any portion of the then unpaid principal amount of the
loan, as well as any then accrued but unpaid interest thereon, into shares of
our common stock at a per share conversion price equal to the Japanese Yen
equivalent of 80% of the average of the US dollar closing price of our common
stock on the American Stock Exchange in the 20 consecutive trading days
immediately prior to the date upon which PBAA gave us notice of conversion, or,
if our common stock is not then traded on the American Stock Exchange, the
closing bid price for our common stock as reported by the Nasdaq Stock Market or
such other primary exchange or stock bulletin board on which our common stock is
then traded.
Since we translate foreign currencies into U.S. dollars for reporting
purposes, we are exposed to the impact of foreign currency fluctuations.
20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to our consolidated financial statements beginning on
page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our current executive officers and directors are as follows:
NAME AGE POSITION
---- --- --------
Alan Margerison 32 President and Chief Executive Officer
and Director
Satoru Hirai 37 Chief Operating Officer, Chief Financial
Officer, Secretary and Director
Hiroshi Kubori 55 Chief Technical Officer and Director
Raymond Christinson 31 Director
Masazumi Ishii 55 Director
Jun Kumamoto 35 Director
Chinin Tana 60 Director
ALAN MARGERISON has been President, Chief Executive Officer and a
director of our company since October 2002. Mr. Margerison has also been
President of Inter Asset Japan KK (Kabushiki Gaisha), a Japanese venture capital
company, since 2001. Since 2001, he has also served as President and Chief
Executive Officer of both Inter Asset Japan Ltd. and Inter Asset Japan Animation
Ltd., as Director and Partner of Inter Asset Europe Investment Advisory Ltd., as
Director of Activated Content Corporation Ltd. and as Director of Inter Asset
Japan Capital (Hong Kong) Ltd. Since 2002, Mr. Margerison has served as
President and Chief Executive Officer of KK Inter Asset Japan REIT Holdings, as
Chairman of Alan Charles Margerison Golf Resort & KK, and as Audit Committee
Director of both InfoshowerX Ltd. and Inter Asset Japan Investment Advisory. Mr.
Margerison served as Partner of Japan Private Banking Consultants since 1999 and
served as its President and Chief Executive Officer from 2001 to 2002. He served
as an Associate with Magellan Tressider Tuohy, Japan from 1998 to 1999 and
worked as an individual management consultant serving in private practice from
1997 to 1998.
SATORU HIRAI has been our Chief Operating Officer and Chief Financial
Officer since February 2003 and Secretary and a director of our company since
October 2002. Mr. Hirai has also been Chief Executive Manager of Pacific United
Partners, LLC, a consulting firm, since June 2001. Mr. Hirai was President of
Pacific United Partners, Ltd (HK) from June 2000 to March 2001. He served as
Manager, Asia Desk, of Cargill Investor Services from June 1999 to June 2000, as
Vice President, Foreign Fixed Income, of Salomon Smith Barney (Japan) Ltd. from
June 1996 to September 1998 and as Assistant Manager (Analyst), Financial
Marketing, of Jardine Matheson K.K. from June 1991 to May 1996.
HIROSHI KUBORI has been President and Chief Executive Officer of
InfoShowerX Co, Ltd. since April 1999 and President and Chief Executive Officer
of iAccele Co, Ltd since October 2002. iAccele has been a subsidiary of our
company since February 10, 2003. Mr. Kubori served as a management director of
Direct Internet Co., Ltd. from 1996 to 1999.
21
RAYMOND CHRISTINSON has been a director of Intermedia Entertainment KK
since 2001. He served as a Manager of Y's International KK from 1995 to 2001 and
as a Director and Chief Operating Officer from 1999 to 2001.
MASAZUMI ISHII is founder and Managing Director of AZCA, Inc., a
professional firm based in Menlo Park, California that provides consulting and
investment banking services to technology based companies to achieve their
corporate development objectives in the Asia-Pacific markets. Mr. Ishii is also
active as an investor in emerging high technology companies. Prior to
establishing AZCA in 1985, Mr. Ishii was a senior management consultant at
McKinsey & Company, Inc. in Tokyo and Los Angeles. At McKinsey, he planned and
managed projects for more than fifteen major corporations in Japan, Europe and
the United States, focusing on international diversification strategies. Prior
to joining McKinsey, Mr. Ishii was involved in the computer industry for more
than a decade, including eight years with IBM in Japan. Mr. Ishii serves on the
board and the advisory board of several multinational companies. Mr. Ishii is a
board member of various associations, including the Japan Society of Northern
California and the Japanese Chamber of Commerce in Northern California.
JUN KUMAMOTO has been a lecturer at the Department of Humanities &
Culture, Tokai University and at the International Education of Students (Tokyo)
since April 2002. Prior thereto and from April 1995, Mr. Kumamoto was a research
associate at the Institute of Administrative Management, Ministry of Public
Management, Home Affairs, Posts and Telecommunications.
CHININ TANA has been a partner of the law firm Arter & Hadden LLP since
October 2000. Prior thereto and from 1993, Mr. Tana was a partner of the law
firm of Pillsbury Madison & Sutro LLP.
Messrs. Margerison and Hirai also currently serve as executives of
entities affiliated with IAJ, the owner of a majority of our common stock. See
"Certain Relationships and Related Transactions--Relationships with Inter Asset
Japan."
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers and persons who own beneficially more than 10%
of our common stock to file reports of ownership and changes in ownership of
such common stock with the SEC, and to file copies of such reports with us.
Based solely upon a review of the copies of such reports filed with us, we
believe that during 2002 such reporting persons complied with the filing
requirements of said Section 16(a), except that Alan Margerison and Satoru Hirai
each failed to file on a timely basis a Form 3 (Initial Statement of Beneficial
Ownership of Securities).
22
ITEM 11. EXECUTIVE COMPENSATION
The following table shows the compensation of our Chief Executive
Officers (the Named Officers"). None of our executive officers' total annual
compensation exceeded $100,000 for the year ended December 31, 2002.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION NUMBER OF
------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------ ---- ------ ----- ------------ ------------ ------------
Alan Margerison, 2002 $ 0 $0 $0 $0 $0
President and Chief
Executive Officer(1)
Jonathan Braun, 2002 $0 $0 $0 $0 $0
President and Chief 2001 $22,500 $0 $0 $0 $0
Executive Officer(2) 2000 $183,150 $0 $0 $0 $0
- -----------
(1) Commenced as President and Chief Executive Officer, effective October 18,
2002. During the period from October 18, 2002 to December 31, 2002, Mr.
Margerison was compensated by, and for his services to, Inter Asset Japan, Ltd.,
an affiliate of the controlling stockholder of our company. We entered into an
employment agreement with Mr. Margerison on February 3, 2003. See below
"Employment Agreements."
(2) Resigned as President and Chief Executive Officer, effective October 18,
2002.
EMPLOYMENT AGREEMENTS
On February 3, 2003, we entered into an employment agreement with Alan
Margerison to serve, for a term of three years, as our President and Chief
Executive Officer at a annual base salary of $60,000 and eligibility to receive
compensation, including options, at the discretion of our Compensation
Committee. On February 3, 2003, we entered into an employment agreement with
Satoru Hirai to serve, for a term of three years, as our Chief Operating Officer
and Chief Financial Officer at a annual base salary of $91,200 and eligibility
to receive compensation, including options, at the discretion of our
Compensation Committee. Such agreements also contain provisions for
confidentiality for the term of each agreement and thereafter. Each employment
agreement also provides for a severance payment in the amount of 25% of the
executive's annual base salary in the event that the employee is terminated by
us without cause.
COMPENSATION OF DIRECTORS
Our directors who are not otherwise our employees are compensated at
the rate of $1,000 per month.
23
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the ownership of
our common stock as of March 31, 2003 by:
o each director;
o each person known by us to own beneficially 5% or more of our
common stock;
o each officer named in the summary compensation table elsewhere
in this report; and
o all directors and executive officers as a group.
The amounts and percentages of common stock beneficially owned are
reported on the basis of regulations of the Securities and Exchange Commission
governing the determination of beneficial ownership of securities. Under the
rules of the SEC, a person is deemed to be a "beneficial owner" of a security if
that person has or shares "voting power," which includes the power to vote or to
direct the voting of such security, or "investment power," which includes the
power to dispose of or to direct the disposition of such security. A person is
also deemed to be a beneficial owner of any securities of which that person has
the right to acquire beneficial ownership within 60 days. Under these rules more
than one person may be deemed a beneficial owner of the same securities and a
person may be deemed to be a beneficial owner of securities as to which such
person has no economic interest.
Unless otherwise indicated below, each beneficial owner named in the
table has sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable. Unless
otherwise indicated, the address of each beneficial owner of more than 5% of
common stock is IA Global. Inc., 533 Airport Boulevard, Suite 400, Burlingame,
California 94010.
NAME OF BENEFICIAL OWNER NUMBER PERCENT
------------------------ ------ -------
Alan Margerison.............................. 47,748,370 (1) 76.5%
Satoru Hirai................................. -- --
Hiroshi Kubori............................... -- --
Raymond Christinson ......................... -- --
Masazumi Ishii............................... -- --
Jun Kumamoto................................. -- --
Chinin Tana.................................. -- --
Inter Asset Japan LBO No. 1 Fund
35F Atagao Greenhills Mori Tower
2-5-1 Atago, Minato-Ku
Tokyo 105-6235 Japan....................... 30,638,570 (2)(3) 49.1%
PBAA Fund Ltd.
Omar Hodge Building, 2nd floor
325 Waterfront Drive
Wickams Cay 1
Road Town, Tortola
British Virgin Islands..................... 4,009,800 (2) 7.7%
24
NAME OF BENEFICIAL OWNER NUMBER PERCENT
------------------------ ------ -------
Terra Firma Fund Ltd.
Woodbourne Hall
P.O. Box 3162
Road Town, Tortola
British Virgin Islands..................... 13,100,000 (2) 25.3%
I. William Lane
80 Woodland Road, Apt. 4
Short Hills, New Jersey 07078............. 2,893,350 (4) 5.8%
- --------------------
(1) Reflect the shares beneficially owned by IAJ, PBAA Fund Ltd. and Terra Firma
Fund Ltd. Such entities stated in a Schedule 13D that they may be deemed to
constitute a "group" for the purposes of Rule 13d-3 under the Exchange Act. Mr.
Margerison currently serves as the President and Chief Executive Officer of
Inter Asset Japan KK (Kabushiki Gaisha), a Japanese venture capital company and
an affiliate of IAJ.
(2) Based on the statement on Schedule 13D filed with the Securities and
Exchange Commission on March 5, 2003 by Inter Asset Japan LBO No. 1 Fund, PBAA
Fund Ltd. and Terra Firma Fund Ltd., and as updated orally by representatives of
such entities. Although such entities stated in the schedule that they may be
deemed to constitute a "group" for the purposes of Rule 13d-3 under the Exchange
Act, each entity stated in such schedule that it had sole voting and dispositive
power with respect to all of the shares reported on the Schedule 13D.
(3) IAJ directly owned, as of March 31, 2003, 20,000,000 shares of our common
stock in the aggregate, or approximately 38.6% of the outstanding shares of our
common stock. Should IAJ choose to convert the principal amount of the
Promissory Note that was outstanding on December 31, 2002 ($1,063,857), then IAJ
would beneficially own 30,638,570 shares of our common stock, or approximately
49.1% of the outstanding common stock. Such conversion is subject to certain
conditions including an amendment to our certificate of incorporation increasing
our authorized common stock to at least 100,000,000 shares.
(4) Includes 297,600 shares owned by Dr. Lane's wife.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIPS WITH INTER ASSET JAPAN
Alan Margerison, our President and Chief Executive Officer and one of
our directors, currently serves as the President and Chief Executive Officer of
Inter Asset Japan KK (Kabushiki Gaisha), a Japanese venture capital company and
an affiliate of Inter Asset Japan LBO No. 1 Fund, a Japanese limited partnership
("IAJ"), the majority owner of our common stock.
As of September 30, 2002, IAJ consummated a series of related
transactions pursuant to which IAJ, together with its affiliates, became the
majority stockholder of our company. As of such date, IAJ converted 1,000 shares
of our Series A convertible preferred stock (the "Preferred Shares") for
20,000,000 shares of our common stock (the "Conversion Shares"). IAJ had
acquired the Preferred Shares from us on October 30, 2001, in a private
transaction for an aggregate consideration of $1,000,000. No additional
consideration was due from or paid by IAJ for the exercise of its right to
convert the Preferred Shares to Conversion Shares.
In connection with these transactions, Jonathan Braun, our President
and Chief Executive Officer at that time, resigned as a director of our company
effective September 30, 2002. On October 18, 2002, Mr. Braun resigned as our
President and Chief Executive Officer. Mr. Braun's resignation was not the
25
result of any disagreement with us on any matter relating to our operations,
policies or practices. Immediately following Mr. Braun's resignation as our
President and Chief Executive Officer, our Board of Directors elected Alan
Margerison to serve as one of our directors and appointed Mr. Margerison to
serve as our President and Chief Executive Officer.
We owed David Badner, a shareholder of, and a former consultant to, our
company, $563,857 as of September 25, 2002 pursuant to a convertible promissory
note dated May 31, 2002 (the "Promissory Note"). As of September 25, 2002, IAJ
acquired the right, title and interest to the Promissory Note. The interest rate
under the Promissory Note is 10% per annum.
During the three months ended December 31, 2002, IAJ loaned us $500,000
pursuant to the terms and conditions of the Promissory Note, increasing the
principal amount to $1,063,857. The proceeds of this loan were for working
capital purposes.
The debt under the Promissory Note is convertible into our Series B
preferred stock, which is convertible into shares of our common stock. The
issuance of the Series B preferred stock is subject to certain conditions
including an amendment to our certificate of incorporation increasing our
authorized common stock to at least 100,000,000 shares. As of December 31, 2002,
the principal amount of the Promissory Note was convertible into 10,638,570
shares of our common stock.
On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $825,000 based on the Japanese Yen/US dollar exchange rate on that
date.
In order to finance this purchase, we borrowed 100.0 million Japanese
Yen from PBAA Fund Ltd., a British Virgin Islands limited liability company. The
principal amount of this loan, together with interest thereon at 4.50% per
annum, is due and payable on January 31, 2004. We may defer payment of the
principal amount of this loan, but not accrued interest, for one additional year
with the consent of PBAA. We may prepay all or specified minimum portions of
this loan at any time after March 31, 2003 upon payment of certain prepayment
penalties.
If this loan is not repaid by January 31, 2004, PBAA will be afforded
the right to convert any portion of the then unpaid principal amount of the
loan, as well as any then accrued but unpaid interest thereon, into shares of
our common stock at a per share conversion price equal to the Japanese Yen
equivalent of 80% of the average of the US dollar closing price of our common
stock on the American Stock Exchange in the 20 consecutive trading days
immediately prior to the date upon which PBAA gave us notice of conversion, or,
if our common stock is not then traded on the American Stock Exchange, the
closing bid price for our common stock as reported by the Nasdaq Stock Market or
such other primary exchange or stock bulletin board on which our common stock is
then traded. By way of illustration, had such conversion occurred on February
10, 2003, PBAA would have received 7,335,145 shares of our common stock which,
when added to those shares currently beneficially owned by PBAA and its
affiliates would increase their collective ownership of our common stock to
approximately 78.9%.
iAccele intends to use 75.0 million of the 100.0 million Japanese Yen
that it received from us to partially repay a contractual obligation of 150.0
million Japanese Yen, since reduced by iAccele's payment of 30.0 million
Japanese Yen, that it owes to InfoShowerX, a Japanese public company, which was
incurred by iAccele in connection with a December 2002 reorganization by which
iAccele, previously an unincorporated operating division of InfoShowerX,
26
acquired the division's assets from InfoShowerX and became a stand-alone
corporation. iAccele is required to repay this contractual obligation to
InfoShowerX in its entirety by the end of April 2003. InfoShowerX has agreed to
indemnify us for any damages that may result from representations and warranties
made to us by iAccele to acquire our equity interest thereon. IAJ owns 42.7% and
Hiroshi Kubori, a director of our company, owns approximately 5% of the capita;
stock of InfoShowerX.
Pursuant to a one-year outsourcing agreement, dated as of December 20,
2002, iAccele will provide business services to InfoShowerX and InfoShowerX will
provide technology services and office space to iAccele.
IAJ, together with PBAA and another affiliated entity, are the majority
owners of our equity capital. Certain other entities, also affiliated with IAJ,
own a significant equity position in InfoShowerX, and InfoShowerX has
outstanding indebtedness owed to IAJ. A portion of the payment that InfoShowerX
expects to receive from iAccele, noted above, may be used to repay some or all
of its indebtedness to IAJ.
DOMAIN NAME LICENSE AGREEMENTS
Prior to September 25, 2002, we had separate license agreements with
the Center of Contemporary Diplomacy, Inc., an organization founded by I.
William Lane, our former Chairman, and with Jonathan Braun, a former director
and our former President and Chief Executive Officer. The agreements afforded us
a 25-year exclusive license for unlimited use of certain Internet Web site
addresses (domain names) owned by the Center and by Mr. Braun, including the
name of our corporate home page, medium4.com. We actively used only three of the
131 domain names that we licensed: Medium4.com, foreignTV.com and
StreamingUSA.com. The annual fee for maintaining each of those other
registrations was approximately $35 per domain name. As of September 25, 2002,
we, the Center and Mr. Braun agreed to the termination of these license
agreements. Pursuant to the terms of the termination agreement, we retained the
domain names: Medium4.com, Medium4TV.com, foreignTV.com and StreamingUSA.com.
Each of these licenses included the right to sublicense the use of the
licensed Internet names to others. These agreements required us to pay the
Center or Mr. Braun, as the case may be, an annual license fee of $600 per
address for each of the first five years of the 25-year term. We were also
obligated to indemnify the Center and Mr. Braun against any and all claims
asserted against either of them relating to our use of the addresses. We did not
make any payments to the Center or Mr. Braun in 2001 and 2002, and any licensing
fees that we owed the Center or Mr. Braun were either waived prior to September
25, 2002 or were waived pursuant to the terms of the termination agreement.
RELEASE AND INDEMNITY AGREEMENT
As of September 25, 2002, we, IAJ and Jonathan Braun executed a Release
and Indemnity Agreement, pursuant to which Mr. Braun agreed to resign as a
director and as President and Chief Executive Officer of the Company. Mr. Braun
further agreed to the termination of his five-year employment agreement with us.
The employment agreement commenced on January 1, 1999 and was in effect until
October 18, 2002. Under the terms of Mr. Braun's employment agreement, his
annual base salary was set at $150,000, with annual increases at a rate of not
less than 10%. Mr. Braun also would have received a one-time bonus of $25,000 if
we had achieved profitability during his employment. The agreement also provided
for the payment of severance to Mr. Braun in the event of our terminating his
employment other than for "cause." The severance was required to be an aggregate
lump sum equal to one year of Mr. Braun's minimum base salary at the date of
termination, augmented by a like amount for each year of prior employment.
Pursuant to the Release and Indemnity Agreement, we and Mr. Braun agreed that,
notwithstanding the terms of Mr. Braun's employment agreement, Mr. Braun's
27
salary for 2001 and 2002 would be $22,500 and $0, respectively, and that Mr.
Braun would not receive any severance in connection with the termination of his
employment. Mr. Braun also agreed to continue to assist us with certain SEC
filing duties subsequent to his resignation. No compensation was paid to Mr.
Braun or any affiliate of Mr. Braun in consideration for his execution of the
Release and Indemnity Agreement, the performance of any of the provisions
thereunder, or the termination of Mr. Braun's employment agreement or the
license agreements with us.
RELATIONSHIP WITH DAVID BADNER
During the years ended December 31, 2001 and 2002, David Badner, a
shareholder of our company and a consultant to our company from December 1, 2001
to September 25, 2002, either directly or through Raebrook Inc., a New York
corporation and an investment consulting firm owned by Mr. Badner and Joseph N.
Savasta, advanced us an aggregate of approximately $873,866 to help defray our
cash flow needs. These advances were in the form of loans directly to us and
direct payments to our creditors and suppliers. During the years ended December
31, 2001 and 2002, we repaid Mr. Badner approximately $355,009 of such advances.
During the year ended December 31, 2002, Mr. Badner performed consulting
services for which he was owed $45,000. As of September 25, 2002, we owed Mr.
Badner an aggregate of $563,857 for such advances and consulting services under
the terms and conditions of the Promissory Note, which is discussed in further
detail under "--Relationships with Inter Asset Japan." As of September 25, 2002,
IAJ acquired the right, title and interest to the Promissory Note.
In 2000, Mr. Badner assisted us in identifying inefficiencies in our
operations and in reducing or eliminating redundant overhead and unnecessary
expenses. During the year ended December 31, 2001, Mr. Badner also assisted us
in negotiating the reduction of our accounts receivable to various unaffiliated
third parties, with resultant savings to us of approximately $500,000. J.N.
Savasta Corp., an insurance brokerage, owned by Mr. Badner and Mr. Savasta, also
paid approximately $75,000 of our insurance premiums and replaced several of our
insurance policies in effect at various times during that year with comparable
coverages at substantially lower rates, with resultant savings to us in excess
of $135,000 over an 18-month period. For these and other services rendered on
our behalf during the year ended December 31, 2001, as well as in the
immediately preceding year, and in recognition of the fact that Mr. Badner had
essentially acted as our lender of last resort when we had exhausted all other
possibilities for short-term financing, we privately issued to Mr. Badner and
J.N. Savasta Corp. 11,900,000 and 500,000 shares, respectively, of our common
stock. We valued these shares at $0.15 per share, which represented the market
price of our common stock on their respective dates of issuance during fiscal
year 2001. Pursuant to consulting services agreement effective December 1, 2001,
Mr. Badner provided consulting services to us at a fixed monthly rate of $15,000
plus reimbursement for the actual cost of all reasonable expenses of travel and
entertainment, promotional activities and other expenses incurred on behalf of
us and our subsidiaries and our affiliates in connection with the performance of
the Mr. Braun's services under the agreement. We and Mr. Badner terminated this
agreement as of September 25, 2002. Mr. Badner generally released us and IAJ and
their affiliates from all liabilities, and we and Mr. Badner agreed to cooperate
with each other in regard to our American Stock Exchange listing and in the
development of our business and enhancement of the value of our company. . In
consideration of such cooperation, we were committed by IAJ to issue to Mr.
Badner 2,000,000 shares of our common stock and to effectuate a registration of
such shares with the SEC.
28
CORPORATE APARTMENT
In February 2001, we leased a corporate apartment in Miami, Florida for
the use of Jonathan Braun, our President and Chief Executive Officer at the
time, and David Badner. These individuals used the apartment while in the
process of relocating our executive offices to Miami. The monthly rental expense
was approximately $3,800. The corporate apartment was justified as being more
cost effective than hotel expense for those two individuals while in Miami on
business for the Company. In mid-2001, David Badner began paying for two-thirds
of the monthly rental expense and using the apartment for his personal use in
such promotion. Mr. Badner began paying 100% of the monthly rental expense in
April 2002.
MISCELLANEOUS TRANSACTIONS
In 2001, I. William Lane, the then Chairman and a current shareholder
of our company, loaned us $64,719. As of September 30, 2002, the loan was
contributed to our capital.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, under the
supervision and with the participation of management, including our Chief
Executive Officer and our Chief Financial Officer, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our
Chief Executive Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to us (including our consolidated subsidiaries)
required to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of their
evaluation.
29
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS:
Our financial statements, as indicated by the Index to Consolidated
Financial Statements set forth below, begin on page F-1 of this Form 10-K, and
are hereby incorporated by reference. Financial statement schedules have been
omitted because they are not applicable or the required information is included
in the financial statements or notes thereto.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Auditors .............................................F-1
Consolidated Balance Sheets as of
December 31, 2002 and 2001.............................................F-2
Consolidated Statements of Operations
for the years ended December 31, 2002,
2001 and 2000 .........................................................F-3
Consolidated Statement of Stockholders'
Deficiency for the years ended December 31,
2002, 2001 and 2000....................................................F-4
Consolidated Statement of Cash Flows
for the years ended December 31, 2002,
2001 and 2000 .........................................................F-5
Notes to Consolidated Financial
Statements ............................................................F-6
(B) REPORTS ON FORM 8-K:
We filed the following reports on Form 8-K during the fourth quarter of
the year ended December 31, 2002:
o On October 7, 2002, we reported under Items 1 and 7 of Form
8-K, dated September 30, 2002, the change in control of our
company.
30
(C) EXHIBITS:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
2.1 Investment Agreement, dated as of February 10, 2003, between
Registrant and iAccele Co., Inc. (1)
2.2 Indemnification Agreement, dated as of February 10, 2003, among
Registrant, iAccele Co., Inc. and InfoShowerX Co., Ltd. (1)
2.3 Intercompany Loan Agreement, dated as of January 31, 2003,
between Registrant and PBAA Fund Ltd. (1)
3.1 Certificate of Incorporation, as amended, of Registrant (2)
3.2 Certificate of Amendment, dated January 3, 2003, to the
Certificate of Incorporation of the Registrant (3)
3.3 Certificate of Designation of Preferences and Rights of the
Registrant's Series A convertible preferred stock (4)
3.4 By-laws of Registrant, as amended (5)
4.1 Form of Certificate evidencing shares of common stock (2)
10.1 1999 Stock Option Plan (2)
10.2 Agreement and Assignment dated as of September 25, 2002 by and
among David Badner, Inter Asset Japan Co., Ltd. and Medium4.com,
Inc.(6)
10.3 Release and Indemnity dated as of September 25, 2002 by and among
Jonathan Braun, Inter Asset Japan Co., Ltd. and Medium4.com, Inc.
(6)
10.4 Employment Agreement of Alan Margerison
10.5 Employment of Satoru Hirai
21.1 Subsidiaries of the Registrant
23.1 Consent of Radin, Glass & Co., LLP
- -------------------
(1) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
February 25, 2003, and incorporated herein by reference.
(2) Filed as an exhibit to Registrant's Registration Statement on Form S-1, as
amended (File No. 333-71733), and incorporated herein by reference.
(3) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
January 3, 2003, and incorporated herein by reference.
(4) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
November 8, 2001, and incorporated herein by reference.
(5) Filed as an exhibit to Registrant's Registration Statement on Form 8-A
(File No. 1-15863), and incorporated herein by reference.
(6) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
September 30, 2002, and incorporated herein by reference.
31
INDEPENDENT AUDITOR'S REPORT
Shareholders and Directors
IA Global (Formerly: Medium4.com, Inc.)
We have audited the accompanying consolidated balance sheets of IA Global,
Inc.(A development stage enterprise) as of December 31, 2002 and 2001, and the
related consolidated statements of operations, shareholders' deficiency and cash
flows for each of the three years ended December 31, 2002, 2001, 2000, and the
cumulative period November 12, 1998 (inception) to December 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IA Global, Inc.
(formerly: Medium4.com, Inc.) as of December 31, 2002 and 2001, and the results
of its operations and its cash flows for each of the three years ended December
31, 2002, 2001, 2000, and the cumulative period November 12, 1998 (inception) to
December 31, 2002 in conformity with accounting principles generally accepted in
the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations, including a net loss of approximately $1.5 million for
the year ended December 31, 2002, and has a working capital deficiency as of
December 31, 2002. These factors raise substantial doubt the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
As discussed in Note 3, the Company restated its consolidated financial
statements for the years ended December 31, 2001 and 2000.
/s/ Radin, Glass & Co., LLP
Certified Public Accountants
New York, New York
February 28, 2003
F-1
IA Global, Inc.
(A development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
December 31,
---------------------------
2002 2001
------------ ------------
Restated
Note 3
ASSETS
CURRENT ASSETS:
Cash ............................................. $ 444,383 $ 18,380
Other current assets ............................. - 376
------------ ------------
Total Current Assets ............................. 444,383 18,756
INVESTMENT IN AFFILIATE .......................... - 100,000
LEASEHOLD IMPROVEMENTS and EQUIPMENT, NET ........ 812 93,511
OTHER ASSETS ..................................... 5,477 27,569
------------ ------------
$ 450,672 $ 239,836
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable ................................. $ 246,352 $ 343,960
Accrued expenses ................................. 31,000 211,843
Loan payable - related party ..................... 1,063,857 243,479
------------ ------------
Total Current Liabilities ........................ 1,341,210 799,281
LONG-TERM LIABILITY - Deferred Revenues .......... - 305,000
STOCKHOLDERS' DEFICIENCY
Convertible preferred stock $.01 par value
5,000 shares authorized: Series A
Preferred Stock - -0- amd 1,000, issued
outstanding, respectively (liquidation
value of $1,000,000) ........................... - 10
Series B preferred Stock -
-0- issued and outstanding ..................... - -
Common stock, $.01 par value; 75,000,000 shares
authorized, 51,797,556 and 29,672,556 issued
and outstanding, respectively .................. 517,976 296,726
Paid in capital .................................. 19,744,331 18,664,745
Deficit accumulated during development stage ..... (21,022,845) (19,530,138)
Unearned compensation expense .................... (80,000) (245,788)
Treasury stock ................................... (50,000) (50,000)
------------ ------------
Total Stockholder's deficiency ................... (890,538) (864,446)
------------ ------------
$ 450,672 $ 239,836
============ ============
See notes to consolidated financial statements
F-2
IA Global, Inc.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative
November 12,
1998
Year ended December 31, (inception) to
---------------------------------------------- December 31,
2002 2001 2000 2002
------------ ------------ ------------ ------------
Restated Restated Restated
Note 3 Note 3 Note 3
REVENUE .................................... $ 406,046 $ 708,803 $ 390,354 $ 1,551,003
COST OF SALES .............................. 62,552 619,115 720,357 1,533,304
------------ ------------ ------------ ------------
GROSS PROFIT (LOSS) ........................ 343,494 89,688 (330,003) 17,699
EXPENSES:
Production ................................. 21,728 81,328 1,529,040 2,733,155
Write down of fixed assets ................. 37,759 250,000 334,922 622,681
Write down of capitalized development costs - 534,498 - 534,498
Selling, general and administrative expenses 903,001 5,420,438 7,423,916 16,533,734
------------ ------------ ------------ ------------
Total expenses ............................. 962,488 6,286,264 9,287,878 20,424,068
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS .............. (618,994) (6,196,575) (9,617,880) (20,406,369)
OTHER INCOME (EXPENSE):
Interest income ............................ 212 1,351 86,809 292,079
Write down of investments .................. - (59,000) - (59,000)
Interest expense ........................... (1,084,620) - - (1,084,620)
Loss on marketable securities .............. - - - (125,445)
Other income ............................... 210,695 15,332 - 228,640
------------ ------------ ------------ ------------
Total other income (expense) ............... (873,713) (42,317) 86,809 (748,346)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE TAXES ................. (1,492,707) (6,238,892) (9,531,071) (21,154,715)
INCOME TAX EXPENSE ......................... - - - 14,000
------------ ------------ ------------ ------------
NET (LOSS) ................................. $ (1,492,707) $ (6,238,892) $ (9,531,071) $(21,168,715)
Deemed dividends (Note 7) .................. (1,000,000) (1,000,000)
------------ ------------ ------------ ------------
NET (LOSS) to Common Shareholders ......... $ (1,492,707) $ (7,238,892) $ (9,531,071) $(22,168,715)
Other comprehensive income, net of tax:
Foreign currency translation adjustments ... - - - (17,052)
------------ ------------ ------------ ------------
Comprehensive (Loss) Available to
Common shareholders .................... $ (1,492,707) $ (7,238,892) $ (9,531,071) $(22,185,767)
============ ============ ============ ============
Weighted average shares of common stock
outstanding ................................ 36,480,248 18,334,433 10,494,789
Net (loss) per share ....................... $ (0.04) $ (0.34) $ (0.91)
============ ============ ============
See notes to consolidated financial statements
F-3
IA Global, Inc.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIENCY
Preferred Stock Common Stock Additional
------------------ ------------------------ Paid in Accumulated
Shares Amount Shares Amount Capital Deficit
------ -------- ---------- ----------- ------------ ------------
Balance as of November 12, 1998
(inception) ......................... - $ - 8,300,000 $ 83,000 $ - $ -
------ -------- ---------- ----------- ------------ ------------
Balance as of December 31, 1998 ........... - - 8,300,000 83,000 - -
Receipt of stock subscription ............. - - - - - -
Sale of common stock - initial
public offering ..................... - - 1,678,433 16,784 8,766,768 -
Sale of common stock -
private placement ................... - - 200,000 2,000 598,000 -
Stock options issued for services ......... - - - - 2,424,246 -
Accumulated other comprehensive
income .............................. - - - - - -
Unearned Compensation
expense ............................. - - - - - -
Net loss .................................. - - - (3,760,176)
------ -------- ---------- ----------- ------------ ------------
Balance as of December 31, 1999 ........... - $ - 10,178,433 $ 101,784 $ 11,789,014 $ (3,760,176)
Proceed from sale of common
stock, net of expenses .............. - - 1,727,763 17,278 1,363,104 -
Stock issued for services ................. - - 360,000 3,600 356,400 -
Stock options issued for services ......... - - - - 1,489,625 -
Accumulated other comprehensive
income .............................. - - - - - -
Unearned Compensation
expense ............................. - - - - - -
Net loss .................................. - - - (9,531,071)
------ -------- ---------- ----------- ------------ ------------
Balance as of December 31, 2000 ........... - $ - 12,266,196 $ 122,662 $ 14,998,143 $(13,291,247)
Proceeds from sale of preferred ........... 1,000 10 - - 995,990 -
stock
Proceed from sale of common ............... - - 2,821,360 28,214 446,562 -
stock
Stock issued for services ................. - - 14,585,000 145,850 2,224,050 -
Treasury Stock ............................ - - - - - -
Unearned Compensation
expense ............................. - - - - - -
Net loss .................................. - - - - - (6,238,892)
------ -------- ---------- ----------- ------------ ------------
Balance as of December 31, 2001 ........... 1,000 $ 10 29,672,556 $ 296,726 $ 18,664,745 $(19,530,139)
Proceeds from conversion of preferred ..... (1,000) (10) 20,000,000 200,000 (199,990) -
shares
Stock issued for services ................. - - 2,125,000 21,250 151,000 -
Valuation of benefiacial conversion feature - - - - 1,063,857 -
Contribution of capital ................... - - - - 64,719 -
Unearned Compensation ..................... - - - - - -
expense
Net loss .................................. - - - - - (1,492,707)
------ -------- ---------- ----------- ------------ ------------
Balance as of December 31, 2002 ........... - $ - 51,797,556 $ 517,976 $ 19,744,331 $(21,022,845)
====== ======== ========== =========== ============ ============
(continued)
See notes to consolidated financial statements
F-4A
IA Global, Inc.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIENCY
(continued)
Accumulated
Other Unearned Total
Subscription Comprehensive Treasury Compensation Stockholders
Receivable Income Stock Expense Equity
------------ ------------- -------- ----------- -----------
Balance as of November 12, 1998
(inception) ......................... $(83,000) $ - $ - $ - $ -
-------- -------- -------- ----------- -----------
Balance as of December 31, 1998 ........... (83,000) - - - -
Receipt of stock subscription ............. 83,000 - - - 83,000
Sale of common stock - initial
public offering ..................... - - - - 8,783,552
Sale of common stock -
private placement ................... - - - - 600,000
Stock options issued for services ......... - - - - 2,424,246
Accumulated other comprehensive
income .............................. - (17,052) - - (17,052)
Unearned Compensation
expense ............................. - - - (2,121,215) (2,121,215)
Net loss .................................. - - - - (3,760,176)
-------- -------- -------- ----------- -----------
Balance as of December 31, 1999 ........... $ - $(17,052) $ - $(2,121,215) $ 5,992,355
Proceed from sale of common
stock, net of expenses .............. - - - - 1,380,382
Stock issued for services ................. - - - - 360,000
Stock options issued for services ......... - - - - 1,489,625
Accumulated other comprehensive
income .............................. - 17,052 - - 17,052
Unearned Compensation
expense ............................. - - - 720,547 720,547
Net loss .................................. - - - - (9,531,071)
-------- -------- -------- ----------- -----------
Balance as of December 31, 2000 ........... $ - $ - $ - $(1,400,668) $ 428,890
Proceeds from sale of preferred ........... - - - - 996,000
stock
Proceed from sale of common ............... - - - - 474,776
stock
Stock issued for services ................. - - - - 2,369,900
Treasury Stock ............................ - - (50,000) - (50,000)
Unearned Compensation
expense ............................. - - - - -
Net loss .................................. - - - 1,154,880 (5,084,012)
-------- -------- -------- ----------- -----------
Balance as of December 31, 2001 ........... $ - $ - $(50,000) $ (245,788) $ (864,445)
Proceeds from conversion of preferred ..... - - - - -
shares
Stock issued for services ................. - - - (160,000) 12,250
Valuation of benefiacial conversion feature - - - - 1,063,857
Contribution of capital ................... - - - - 64,719
Unearned Compensation ..................... - - - 325,788 325,788
expense
Net loss .................................. - - - - (1,492,707)
-------- -------- -------- ----------- -----------
Balance as of December 31, 2002 ........... $ - $ - $(50,000) $ (80,000) $ (890,538)
======== ======== ======== =========== ===========
See notes to consolidated financial statements
F-4B
IA Global, Inc.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
Cumulative
November 12,
1998
Year ended December 31, (inception) to
----------------------------------------------- December 31,
2002 2001 2000 2002
----------- ----------- ----------- ------------
Restated Restated Restated
Note 3 Note 3 Note 3
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................ $(1,492,707) $(6,238,892) $(9,531,071) $(21,022,845)
Adjustments to reconcile net loss to net cash used in
operating activites:
Depreciation ........................................ 54,940 267,605 372,961 820,507
Amortization ........................................ - 659,559 297,264 977,690
Impairment of fixed assets / investment in affiliate - 309,000 - 309,000
Write down of fixed assets .......................... 37,759 - 334,922 372,681
Write down of sofware development costs ............. - 534,498 - 534,498
Unearned compensation expense ....................... 165,788 1,154,880 720,547 2,041,215
Valuation of beneficial conversion feature .......... 1,063,857 - - 1,063,857
Common stock and options issued for services ........ 172,250 2,369,900 1,849,625 4,694,806
Accounts receivable ................................. - - 12,800 -
Other current assets ................................ 376 13,761 364,686 -
Accounts payable .................................... (97,608) (170,679) 258,245 246,352
Accrued expenses .................................... (180,843) (141,655) 120,191 31,000
Deferred revenue .................................... (305,000) (480,000) 785,000 -
Due to related parties .............................. - - - (6,670)
----------- ----------- ----------- ------------
NET CASH PROVIDED BY (USED) IN OPERATIONS ........... (581,187) (1,722,023) (4,414,830) (9,937,909)
----------- ----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in affiliate ............................. 100,000 - - (59,000)
Other assets ........................................ 22,092 - (147,201) (301,897)
Purchases of capital expenditures ................... - 75,466 (1,097,504) (2,653,098)
Marketable securities ............................... - 220 4,159,198 -
----------- ----------- ----------- ------------
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES . 122,092 75,686 2,914,494 (3,013,995)
----------- ----------- ----------- ------------
CASH PROVIDED BY FINANCING ACTIVITIES:
Sale of common stock ................................ - 474,776 1,380,382 11,238,710
Sale of preferred stock ............................. - 996,000 - 996,000
Purchase of treasury stock .......................... - (50,000) - (50,000)
Change in subscription receivable ................... - - - 83,000
Loan payable - related party ....................... 885,098 193,479 50,000 1,128,577
Accumulated other comprehensive income .............. - - 17,052 -
----------- ----------- ----------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES ........... 885,098 1,614,255 1,447,434 13,396,287
----------- ----------- ----------- ------------
NET (DECREASE) INCREASE IN CASH ..................... 426,003 (32,082) (52,903) 444,383
CASH, beginning of the period ....................... 18,380 50,461 103,364 -
----------- ----------- ----------- ------------
CASH, end of the period ............................. $ 444,383 $ 18,380 $ 50,461 $ 444,383
=========== =========== =========== ============
Supplemental disclosures of cash flow information:
Interest paid ....................................... $ - $ - $ - $ -
Taxes paid .......................................... $ - $ 4,889 $ 4,600 $ -
Non cash financing activities:
Common stock and options issued for services ........ $ 172,250 $ 2,369,900 $ 1,489,625 $ -
Contribution of debt to equity ...................... $ 64,719 $ - $ - $ -
Conversion of preferred stock to common stock ....... $ 200,000 $ - $ - $ -
See notes to consolidated financial statements
F-5
IA GLOBAL, INC.
(FORMERLY: MEDIUM4.COM)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED DECEMBER 31, 2002
NOTE 1. BUSINESS
IA Global, Inc. and Subsidiaries (the "Company) formerly known as Medium4.com,
Inc. and foreignTV.com, Inc. is a Delaware corporation formed on November 12,
1998. The Company was organized to develop opportunities as an Internet
broadcaster of international and niche content. In 2000, the Company relocated
its corporate offices to Miami, Florida. In 2002 the Company relocated again to
Burlingame, California.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
GOING CONCERN
These financial statements have been prepared assuming the Company will continue
as going concern. The Company has suffered recurring losses in the years ending
December 31, 2002, 2001, and 2000, amounting to $1.5 million, $6.2 million and
$9.5 million for each of the last three years, respectively. The Company has
borrowed funds from its shareholders to meet its daily cash flow requirements
during 2002 and 2001; additional loans from affiliates are not guaranteed but
may occur. The Company will need to obtain additional financings through debt or
equity raises in order to continue its operations for another twelve months and
in order for the Company to develop a reliable revenue stream to fund its
operations. In January 2003, a loan agreement was signed with PBAA FUND LTD, a
related party, for the financing of acquisitions up to 100,000,000 Yen. See
subsequent event footnote.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. Intercompany items and transactions have been
eliminated in consolidation.
DEVELOPMENT STAGE ENTERPRISE
Due to the start-up nature of the business, the financial statements are being
presented as a development stage enterprise pursuant to Statement of Financial
Accounting Standards No. 7. The Company is developing niche content to be used
for Internet broadcasting throughout the world.
F-6
CASH
The Company classifies highly liquid temporary investments with an original
maturity of three months or less when purchased as cash equivalents.
LEASEHOLD IMPROVEMENTS AND EQUIPMENT
Leasehold improvements and equipment are stated at cost. Maintenance and repairs
are charged to expenses as incurred. Depreciation is provided for over the
estimated useful lives of the individual assets using straight-line methods.
SOFTWARE DEVELOPMENT COSTS
The Company capitalized software development costs in accordance with SFAS 86
and EITF 00-2 and SOP 98-1. At December 31, 2000, the Company capitalized
$833,649 of such software development costs, net of accumulated amortization.
The costs are amortized over 30 months period on a straight-line basis. At
December 31, 2001, such costs were written off.
REVENUE RECOGNITION
The Company records revenues from its license agreements on a straight line
basis over the term of the license agreements. If a license agreement is
terminated then the remaining unearned balance of the deferred revenues are
recorded as earned if applicable. The Company has also sold an encoding machine
in 2001, which such revenues have been recorded upon delivery and set up of the
machine.
ADVERTISING COSTS
Advertising costs are expensed as incurred. There were no advertising costs
incurred for the years ending December 31, 2001 and 2002.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts reported in the balance sheet for cash, receivables,
accrued expenses and loan payable-related party approximate fair value based on
the short-term maturity of these instruments.
STOCK BASED COMPENSATION
The Company accounts for employee stock options in accordance with APB Opinion
No. 25, "Accounting For Stock Issued To Employees" and has adopted the
disclosure-only option under SFAS No. 123. The Company accounts for non-employee
stock transactions in accordance with SFAS No. 123 and EITF 96-18.
F-7
COMPREHENSIVE INCOME
The Company adopted SFAS No. 130 Reporting Comprehensive Income. This statement
establishes rules for the reporting of comprehensive income and its components.
Comprehensive income consists of net loss to common shareholders and foreign
currency translation adjustments and is presented in the Statements of
Operations.
INCOME TAXES
The Company utilizes the liability method of accounting for income taxes as set
forth in SFAS 109, "Accounting for Income Taxes." Under the liability method,
deferred taxes are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. The
Company has a net operating loss carryforward of approximately $12 million,
which expire at various times through the year 2021.
2002 2001
----------- -----------
Deferred tax assets:
Net operating loss carryforward $ 4,435,000 $ 4,400,000
Less valuation allowance ...... (4,435,000) (4,400,000)
Net deferred tax asset ........ $ - $ -
The reconciliation of the Company's effective tax rate differs from the Federal
income tax rate of 34% for the years ended December 31, 2002, 2001 and 2000 as a
result of the following:
2002 2001 2000
---- ---- ----
Tax benefit at statutory rate ........ $(145,000) $(2,433,000) $(3,717,000)
Non deductible expenses - equity comp 110,000 1,375,000 1,002,000
Software development costs ........... - 208,000 (209,000)
Recognition of license fees .......... - - 306,000
Depreciation ......................... - 168,000 50,000
State tax, net of federal benefit .... - (28,000) (98,000)
Change in valuation allowance ........ 35,000 710,000 2,666,000
--------- ----------- -----------
$ - $ - $ -
========= =========== ===========
F-8
NET LOSS PER SHARE
The Company has adopted SFAS 128, "Earnings per Share." Loss per common share is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period.
ACCOUNTING FOR LONG-LIVED ASSETS
The Company reviews long-lived assets, certain identifiable assets and any
goodwill related to those assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts may
not be recoverable. At December 31, 2002 and 2001, respectively, the Company
believes that there has been no impairment of long-lived assets, after recording
the write down of equipment and the investment in affiliate during the year
ended December 31, 2002. See Note 4.
INVESTMENT IN AFFILIATE
Investments in affiliate represent a 10% ownership in foreignTV, Inc., which
management has recorded utilizing the cost method. See Note 10(d). Management
does not exercise significant influence over the operating or financial policies
over the affiliate. A portion of such investment is believed to be unrecoverable
by management and is therefore was written down in 2001, by $59,000. The
remaining recorded value of such ownership in foreignTV, Inc. of $100,000 was
repurchased by foreignTV, Inc. for $100,000 during 2002.
ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued SFAS No. 141, "Business Combination", SFAS No.
142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for
Asset Retirement Obligations",. SFAS No. 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interest method of
accounting for business combinations initiated after June 30, 2001. It also
requires that the Company recognize acquired intangible assets apart from
goodwill. SFAS No. 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. SFAS No. 143
establishes accounting standards for recognition and measurement of a liability
for an asset retirement obligation and the associated asset retirement cost,
which will be effective for financial statements issued for fiscal years
beginning after June 15, 2002.
F-9
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which basically further clarifies SFAS No. 121
and methods of quantifying potential impairments or disposal of assets as well
as the related reporting of such impairments or disposals. The Company has
adopted SFAS No. 144.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This SFAS applies to costs associated with an
"exit activity" that does not involve an entity newly acquired in a business
combination or with a disposal activity covered by SFAS No. 144. These costs
include, but are not limited to the following: termination benefits associated
with involuntary terminations, terminating contracts that are not capital leases
and costs to consolidate facilities or relocate employees. SFAS No. 146 will be
effective for exit or disposal activities initiated after December 31, 2002 with
early application encouraged.
During 2002, the FASB issued SFAS No. 145, 147 and 148, which were merely
amendments to existing SFAS's or other accounting pronouncements.
The adoption of SFAS No. 141, SFAS No. 142, SFAS No. 143, SFAS No. 144 and SFAS
No. 146 is not expected to have a material effect on the Company's financial
position, results of operations and cash flows.
NOTE 3. RESTATEMENT OF 2001 AND 2000 CONSOLIDATED FINANCIAL STATEMENTS
We made certain the following adjustment and reclassifications to the prior
year's financial statements detailed as follows:
a. Loans payable - related party of $243,479 and $50,000, as of December
31, 2001 and 2000, respectively was previously recorded as long-term
liabilities has been reclassified as current liabilities.
b. The $1,000,000 valuation of the beneficial conversion feature of the
sale of the Series A Preferred Stock in 2001 for $1,000,000 was not
previously recorded. The $1,000,000 non-cash deemed dividend has now
been recorded and shown as increasing the net loss to common
shareholders with no net changes to the equity accounts.
c. The "Write down of fixed assets" of $250,000 and $334,922 for the years
ended December 31, 2001 and 2000, respectively, and $584,922 cumulative
through December 31, 2001 were reclassed from "Other Income (Expense)"
to "Expenses" as an increase to the sub-title "LOSS FROM OPERATIONS".
d. The "Write down of capitalized development costs" of $534,498 for the
year ended December 31, 2001 and cumulatively were reclassed from
"Other Income (Expense)" to "Expenses" as an increase to the sub-title
"LOSS FROM OPERATIONS".
e. An allocation of depreciation of computer and other electronic
equipment and amortization of capitalization software costs of $561,666
and $603,202 for the years ended December 31, 2001 and 2000,
respectively, and $1,323,149 cumulative through December 31, 2001 have
been reclassed to "Cost of Sales" based on managements estimate of such
costs attributed to the product lines developed from "Selling, general
and administrative expenses".
F-10
f. Amortization costs recorded as "Other assets" under investing
activities in the consolidated statement of cash flows of $303,090 for
the year ended December 31, 2001 and cumulatively were reclassed to
Amortization as an "Adjustment to reconcile net loss to net cash used
in operating activities".
g. The write down of the $59,000 Investment in affiliate was reclassed
from investing activities to "Impairment of fixed assets / investment
in affiliate as an "Adjustment to reconcile net loss to net cash used
in operating activities" for the year ended December 31, 2001.
NOTE 4. LEASEHOLD IMPROVEMENTS AND EQUIPMENT
At December 31, leasehold improvements and equipment consist of the following:
2002 2001
----------- -----------
Leasehold improvements ....$ .... - $ 25,053
Furniture & fixtures ............ - 262,558
Computer equipment .............. 812 421,946
Camera equipment ................ - 178,424
Other equipment ................. - 315,760
----------- -----------
812 1,203,741
Less: accumulated depreciation . - (860,230)
Less: impairment of fixed assets - (250,000)
----------- -----------
$ 812 $ 93,511
=========== ===========
The company disposed of its leasehold improvements and equipment due to
relocation to California during 2002. The fixed assets written down represented
certain equipment noted above that is no longer being utilized due to the
Company reducing their efforts to develop content. The impairment valuation was
determined by management estimating the resale value of the equipment not being
utilized. Due to the rapid technological changes in the computer industry most
of the equipment not being used has been rendered useless.
NOTE 5. OTHER ASSETS
As of December 31, 2002 and 2001, other assets include prepaid legal fees of
$5,477 and security deposit of $27,569, respectively.
NOTE 6. LOAN PAYABLE - RELATED PARTY
a. As of December 31, 2000, a consultant of the Company made an advance of
$50,000, bearing interest at 6% per annum and payable by March 21,
2002. The same consultant made additional advances to the Company
during calendar 2001 aggregating to $281,000. Approximately $152,000 of
such advances were repaid during the year 2001. The remaining balance
of such advances at December 31, 2001 was $178,759. In addition an
officer of the Company advanced $64,720 to the Company during 2001.
These advances are due on demand and bear interest at 6% per annum. All
those advances were repaid during 2002.
F-11
b. During 2002, the consultant made additional advances to the Company in
the amount of $385,098. These cumulative advances were formalized with
a Mezzanine Financing Loan Agreement and a Convertible Promissory Note
covering such cumulative advances made to the Company. The Convertible
Promissory Note bears interest at 10% per annum and is payable upon
five days notice. The Convertible Promissory Note is convertible into
Series B Preferred Shares "Series B Shares" based on a price per share
of $1,000 and the Series B Shares are convertible at any time by the
holder into common stock at $.0001 per share.
c. During 2002, another shareholder purchased the loans made by the above
employee and advanced additional $500,000 to the Company in the fourth
quarter of 2002. The amount outstanding to related party of $1,063,857
is due to a shareholder and a related party to the same shareholder.
The beneficial conversion feature of this Series B Shares, pursuant to
EITF 98-5 and as amended by EITF 00-27, has a recorded value of
$1,063,857, which has been limited to the proceeds of the sale of this
preferred pursuant to the EITF 98-5. This beneficial conversion feature
was recorded as interest expense in 2002.
NOTE 7. EQUITY TRANSACTIONS
a. In November 1998, the founders of the Company issued 8,300,000 shares
of common stock to themselves for $83,000. Such monies were received in
1999.
b. In April and May 1999 the Company sold 1,678,433 shares of common stock
pursuant to an initial public offering registration at $6.00 per unit.
Each unit consisted of one share of common stock and one warrant to
purchase one share of common stock at an exercise price of $9.00. There
are 1,678,433 of such warrants outstanding as of December 31, 2000 and
1999. The warrants will be exercisable at any time, until they expire
three years after the effective date of the Proposed Offering. The
warrants may be redeemed by the Company, in whole or in part, at any
time upon at least 30 days prior written notice to the registered
holders, at a price of $.05 per warrant, provided that the closing bid
price of the Common Stock was at least $12.00 for the 20 consecutive
trading days ending on the third business day preceding the date of the
Company's giving of notice of redemption to the warrant holders, and
provided there is then a current registration statement in effect for
the shares underlying the warrants. In connection with the initial
public offering 167,843 units were issued to the underwriter with an
exercise price of $6.60 for one share of common stock and a warrant to
purchase another share of common stock at $9.00, expiring in May 2004.
There were costs of $1,287,046 applied as a reduction to such offering
proceeds.
c. During the fourth quarter of 1999, the Company sold 200,000 shares of
common stock for $3.00 per share pursuant to a private placement for
the sale of such unregistered securities. The Company received $459,000
of the sale of stock proceeds in 1999 and the remaining $141,000 by
January 14, 2000. The $141,000 stock subscription is recorded as an
other current asset.
F-12
d. During the first and second quarter of 2000, the Company sold 77,500
shares of common stock pursuant to a private placement at $3.00 per
share. During the third quarter, the Company sold 45,000 shares of
common stock pursuant to a private placement at $2.00 per share.
e. In March 2000, the Company entered into an "Investment Agreement",
whereby an unaffiliated entity has purchased 105,263 shares of common
stock for $4.75 and warrants to purchase another 105,263 shares of
common stock for $9.00 per share over a period of four years. In
addition this entity was issued warrants to purchase 600,000 shares of
common stock for $1.00 per share subject to certain performance
criteria, hereafter referred to as the "Performance Warrants". These
Performance Warrants vest based on certain future performance criteria,
therefore will be valued at the time such warrants vest based on the
then trading prices of the Company's common stock.
f. In June 2000, the Company began offering the sale of equity units in
the Company pursuant to a Confidential Private Placement Memorandum.
The Company has raised $840,000 through the sale of these units. The
modified terms of the sale of units resulted in the sale of 1,500,000
shares of common stock and 1,500,000 Series A redeemable common stock
purchase warrants for $3.00 per share for three years and the issuance
of units providing for the purchase 345,000 shares of common stock.
g. During the year 2000, the Company issued 360,000 shares to several
individuals for services rendered during the year. These shares were
valued at $360,000 and expensed during the year 2000.
h. During the first quarter of 2001, the Company sold 297,600 shares of
common stock to a related party at $.25 per share. The per share price
was the market price on the day of the sale.
i. The Company issued 14,585,000 shares of common stock for services
rendered at $.15 - $.50 per share during year 2001. The Company
recorded $2,369,900 of compensation expense relating to such issuance.
The per share price utilized for valuing such shares issued for
services was the market price on the day such shares were determined to
be earned for the services rendered.
j. In the second, third and fourth quarters, the Company sold 2,000,000
shares of common stock pursuant to a private placement at $.15 per
share, 400,000 shares at $.20 per share, 100,000 shares at $.20 per
share and 23,760 at $.01 per share all expenses relating to the shares
sold have been deducted as a cost of raising such capital.
k. On October 30, 2001, the Company sold 1,000 shares of Series A
Convertible Preferred Stock to an institutional investor for
$1,000,000. Each share of Series A Convertible Preferred Stock is
F-13
convertible at any time or from time to time into 20,000 shares of
common stock, or an aggregate of 20,000,000 shares of common stock if
all of the Series A Convertible Preferred Stock is converted. The
beneficial conversion feature of this preferred stock, pursuant to EITF
98-5 and as amended by EITF 00-27, has a recorded value of $1,000,000,
which has been limited to the proceeds of the sale of this preferred
pursuant to the EITF 98-5. This beneficial conversion feature was
recorded as a non-cash deemed dividend during 2001, resulting in an
increase in the loss applicable to common shareholders. The paid in
capital accounts as result of this adjustment was to record the value
of the beneficial conversion feature to paid in capital by increasing
such account by $1,000,000 and decreasing paid in capital for the
deemed dividend of $1,000,000.
l. On September 30, 2002, the Company converted its 1,000 of preferred
shares into 20,000,000 shares of common stock. Also 2,125,000 shares
were issued for services at $0.08 per share.
m. A director and shareholder contributed $64,719 of indebtedness owed to
capital as of September 30, 2002.
NOTE 8. STOCK OPTION PLAN
The Company has two incentive stock option plans, which are authorized to issue
up to 500,000 and 1,000,000 shares of common stock, respectively, subject to
approval by the stockholders.
The Company accounts for its stock option plan under APB Opinion No. 25,
"Accounting for Stock Issued to Employees", under which no compensation expense
is recognized. The Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation", for disclosure purposes; accordingly, no compensation expense is
recognized in the results of operations for options granted at fair market value
as required by APB Opinion No. 25.
Stock option activity for the year ended December 31, 2002, 2001 and 2000 is
summarized as follows:
Employee Stock Option Plan:
Weighted Average
Shares Exercise Price
---------- -----------------
Outstanding at December 31, 1999 499,500 $ 6.30
Granted ..................... 1,735,000 6.28
Exercised ................... - -
Expired or cancelled ........ - -
---------- ------
Outstanding at December 31, 2000 2,234,500 $ 6.29
Granted ..................... - -
Exercised ................... - -
Expired or cancelled ........ 1,224,500 5.55
---------- ------
Outstanding at December 31, 2001 1,010,000 $ 7.18
Granted ..................... - -
Exercised ................... - -
Expired or cancelled ........ (1,010,000) 7.18
---------- ------
Outstanding at December 31, 2002 - $ -
========== ======
F-14
Non - Employee Stock Option Plan:
Weighted Average
Shares Exercise Price
---------- -----------------
Outstanding at December 31, 1999 723,500 $ 6.63
Granted 1,826,500 5.33
Exercised - -
Expired or cancelled - -
---------- ------
Outstanding at December 31, 2000 2,550,000 $ 5.70
Granted - -
Exercised - -
Expired or cancelled - -
---------- ------
Outstanding at December 31, 2001 2,550,000 $ 5.70
Granted - -
Exercised - -
Expired or cancelled - -
---------- ------
Outstanding at December 31, 2002 2,550,000 $ 5.70
========== ======
Information, at date of issuance, regarding stock option grants for the year
ended December 31, 2002, 2001 and 2000:
Weighted Weighted
Average Average
Exercise Fair
Shares Price Value
--------- -------- --------
Year ended December 31, 2000:
Exercise price exceeds market price .... 3,441,500 $ 6.00 $ 1.36
Exercise price equals market price ..... 20,000 5.13 2.35
Exercise price is less that market price 100,000 1.00 4.17
Year ended December 31, 2001:
Exercise price exceeds market price .... - $ - $ -
Exercise price equals market price ..... - - -
Exercise price is less that market price - - -
Year ended December 31, 2002:
Exercise price exceeds market price .... - $ - $ -
Exercise price equals market price ..... - - -
Exercise price is less that market price - - -
F-15
The following table summarizes information about stock options outstanding and
exercisable at December 31, 2002:
Outstanding and exercisable
---------------------------------------------------
Weighted-
Average Weighted
Remaining Average
Number Life in Exercise Number
Outstanding Years Price Exercisable
----------- ----- ----- -----------
Range of exercise prices:
$1.00 to $4.00 ............ 525,000 2.88 2.71 525,000
$4.00 to $6.00 ............ 1,685,000 2.13 5.96 1,685,000
$9.00 ..................... 340,000 2.19 9.00 340,000
For disclosure purposes in accordance with SFAS No. 123, the fair value of each
stock option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
stock options granted during the year ended December 31, 2002, 2001 and 2000:
annual dividends of $0.00, expected volatility of 99%, risk-free interest rate
of 5.75% and expected life of five years for all grants.
If the Company recognized compensation cost for the vested portion of the
employee stock option plan in accordance with SFAS No. 123, the Company's
pro-forma net loss and loss per share for the years ended December 31, 2002,
2001 and 2000, would have been approximately, $1,492,707 and $(.04), $7,726,394
and $(.41) and $12,646,053 and $(1.20), respectively.
The non-employee stock options outstanding are fully vested. The compensation
expense attributed to the issuance of these stock options will be amortized over
24 months. the term of service arrangement. These stock options are exercisable
for five years from the grant date.
The employee stock option plan stock options are exercisable for five years from
the grant date and vest over various terms from three to five years. As of
December 31, 2000, 705,500 of these stock options were vested. During 2001 and
2002, all of the Company's employees have been terminated or resigned which
resulted in the cancellation of the stock options, pursuant to the terms of both
stock option plans.
NOTE 9. LICENSE AGREEMENTS
a) The Company entered into two license agreements with related parties
for the sole and absolute use of certain Internet domain names. One of
the agreements is with an officer and director of the Company and the
other is with a not-for-profit organization whose board of directors is
substantially identical to that of the Company. The term of the
agreements is twenty-five years through December 31, 2023 with an
additional renewal period of twenty-five years thereafter. The
agreements require the Company to pay license fees, which begin at $600
per domain name and escalate to $2,500 per domain name through the
twenty fifth year of the agreement. Thereafter, the fee increase is
based on the Consumer Price Index. The agreement with the
not-for-profit organization also requires the Company to provide
F-16
office space, on its premises, for up to four employees of the
not-for-profit organization for up to three years. The director and the
not-for-profit organization have waived all the rights to collection on
past due amounts through September 30, 2002 and on September 30, 2002
the director and the not-for-profit organization terminated the license
agreements and transferred the domain names ForeignTV.com, Medium4.com,
Medium4TV.com and StreamingUSA.com to the Company for nominal
consideration.
b) In May 2000, the Company entered into a master affiliate agreement with
Windfire International Corporation, Ltd."Windfire", a British Virgin
Islands Corporation, pursuant to which the Company granted Windfire the
exclusive right for an initial term of five years to grant licenses
solely to persons and entities acceptable to the Company for the
establishment and operation within the nations of Brunei, Indonesia,
Kenya, Malaysia, the Philippines, Singapore, South Africa, Tanzania,
Thailand and Uganda of Internet sites that will comprise discrete
channels upon one or more of our network of web sites.
The master affiliate agreement required Windfire to pay us a one time
fee of $1,500,000, of which $500,000 has been received to date.
Revenues were recognized on a straight line basis over the term of this
agreement. The Company terminated its master affiliate agreement in
2002 with mutually acceptable terms, requiring no additional services
or monies to be exchanged or refunded in 2002.
c) In 2001, the Company has received $34,000 for the purchase of a
foreignTV network. In 2002, the equity interest in foreignTV, Inc.was
sold for $100,000.
NOTE 10. COMMITMENTS AND CONTINGENCIES
a. The Company had leased office space in New York City, NY. In early
2001, the Company terminated the lease and relinquished approximately
half of their security deposit. In addition, the related leasehold
improvements have been written off in calendar year 2000. The Company
has ceased leasing space in certain countries abroad. The Company was
leasing space in Miami, FL, which such lease was terminated in
September 2002 for $60,430. In 2002, the Company relocated its
corporate offices to California. On December 1, 2002 the Company
entered into new lease agreement on month by month basis for six
months. Monthly rent is $1,000.
b. Rent expense for the year ended December 31, 2002, 2001, and 2000 was
$73,576, $129,451 and $157,688, respectively.
c. The Company is subject to litigation from time to time arising in the
ordinary course of its business. The Company does not believe that any
such litigation is likely, individually or in the aggregate, to have a
material adverse effect on the financial condition of the Company.
F-17
NOTE 11. SUBSEQUENT EVENTS
On February 10, 2003, the Company acquired a 76.9% equity interest in a
privately held Japaneese corporation engaged in the business of providing an
internet data transmission acceleration service that targets narrowband users,
for 100 million Japaneese Yen or about $825,000.
The Company financed this acquisition by borrowing the 100 million from a
related party. This loan bears interest at 4.5% per annum and is due and payable
on January 31, 2004. A one year extension for the payment of principal is
available, if requested by the Company in writing by January 31, 2004 at which
time an automatic extension will be granted until February 28, 2004. The full
one year extension request to January 31, 2005 is subject to approval by the
related party. If the loan is not repaid by January 31, 2004, the debt holder is
allowed to convert such debt into the Company's common stock based on 80% of the
average closing price for the 20 days prior to such exercise of the conversion
of the indebtedness due. The beneficial conversion feature of this loan has been
valued at $277,311 and will be amortized ratably over through the maturity date
of January 31, 2004.
In February 2003, the Company signed three year employment agreements with two
of its' executives and granted 1,500,000 Incentive Stock Options at $.08 per
share (fair market value at the date of the grant), exercisable immediately and
expiring on January 23, 2013.
F-18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, IA Global, Inc. (the "Registrant") has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
IA GLOBAL, INC.
Date: April 14, 2003 By:/s/ Alan Margerison
-------------------
Alan Margerison
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ Alan Margerison President, Chief Executive April 14, 2003
- ----------------------- Officer and Director
Alan Margerison (Principal Executive Officer)
/s/ Satoru Hirai Secretary (Principal April 14, 2003
- ----------------------- Financial Officer and
Satoru Hirai Principal Accounting Officer)
/s/ Raymond Christinson Director April 14, 2003
- -----------------------
Raymond Christinson
/s/ Masazumi Ishii Director April 14, 2003
- -----------------------
Masazumi Ishii
/s/ Hiroshi Kubori Director April 14, 2003
- -----------------------
Hiroshi Kubori
/s/ Jun Kumamoto Director April 14, 2003
- -----------------------
Jun Kumamoto
Director
- -----------------------
Chinin Tana
CERTIFICATIONS
I, Alan Margerison, certify that:
1) I have reviewed this annual report on Form 10-K of the Registrant;
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this annual report;
4) The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5) The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
audit committee of the Registrant's board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Registrant's ability to record, process, summarize and report
financial data and have identified for the Registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls; and
6) The Registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Alan Margerison
-------------------
Alan Margerison
Chief Executive Officer
April 14, 2003
I, Satoru Hirai, certify that:
1) I have reviewed this annual report on Form 10-K of the Registrant;
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this annual report;
4) The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5) The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the
audit committee of the Registrant's board of directors:
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Registrant's ability to record, process, summarize and report
financial data and have identified for the Registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls; and
6) The Registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Satoru Hirai
----------------
Satoru Hirai
Chief Financial Officer
April 14, 2003